SEC Form 4/A · accession 0000003545-18-000086
ALICO, INC. · ALCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Remy W Trafelet
Officer — President & CEO · Director · 10% Owner
Period of report
Oct 3, 2018
Accepted (ET)
Oct 10, 2018 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000003545
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Alico, Inc., Common Stock, Par Value $1.00F1,F2 | Oct 3, 2018 | S | 525,052 | $34.00 | D | 3,180,405 | I | By 734 Investors, LLC |
| Alico, Inc., Common Stock, Par Value $1.00F3 | holding | — | — | — | 350,972 | I | By RCF 2014 | |
| Alico, Inc. Common Stock, Par Value $1.00F4 | holding | — | — | — | 270,882 | I | By Delta Offshore Master II, LTD | |
| Alico, Inc., Common Stock, Par Value $1.00F5 | holding | — | — | — | 20,000 | I | By George R. Brokaw | |
| Alico, Inc., Common Stock, Par Value $1.00 | holding | — | — | — | 372,701 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF6 | $33.60 | holding | — | — | — | Sep 7, 2018 | Dec 31, 2026 | Alico, Inc., Common Stock | 210,000 | 510,000 | D |
Explanation of responses
- F1This Form 4 amendment is filed to report the updated number of shares of Common Stock accepted by and sold to the Issuer pursuant to an issuer tender offer exempt under Rule 16b-3 as a result of the final proration factor for the issuer's tender offer being different from the previously reported preliminary proration factor. The final proration factor for the Issuer's tender offer is 14.17%
- F2Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investors, LLC. The Reporting Person and George R. Brokaw are members of 734 Agriculture, LLC. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.
- F3These shares were issued as an earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip"). Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC
- F4Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TCBM") serves as investment manager to the Fund, and in such capacity, exercises voting and investment control over securities held for the accounts of the Fund. Trafelet & Company, LLC ("TC") serves as the general partner of TBCM. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for the shares reported herein. Mr. Trafelet disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.
- F5George R. Brokaw has entered into an agreement with the Reporting Person to vote his shares as directed by the Reporting Person. The Reporting Person disclaims beneficial ownership of the Company's Common Stock held by George R. Brokaw except to the extent of its pecuniary interest therein.
- F6Represents options granted under the Stock Incentive Plan of 2015. the Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company's common stock during a consecutive 20-trading period exceeds $35.00; (ii) 25% of the options will vest if such price exceeds $40.00; (iii) 25% of the options will vest if such price exceeds $45.00; and (iv) 25% of the options will vest if such price exceeds $50.00.