SEC Form 4/A · accession 0000003545-18-000087
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
George R Brokaw
Officer — Executive Vice Chairman · Director
Period of report
Oct 3, 2018
Accepted (ET)
Oct 10, 2018 · 5:32 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 $1.00 | holding | — | — | — | 138,093 | D | ||
| Alico, Inc., Common Stock, Par Value $1.00F3 | holding | — | — | — | 270,882 | I | By Delta Offshore Master II, LTD |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF4 | $27.15 | holding | — | — | — | Sep 4, 2018 | Dec 31, 2026 | Alico, Inc., Common Stock, Par Value $1.00 | 187,500 | 225,000 | D |
Explanation of responses
- F1This Form 4 amendment is filed to report the updated number of shares of Common Stock accepted by and sold t 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%.
- F2On November 19, 2013, 734 Investors, LLC purchased 3,705,457 shares of the Company's Common Stock. 734 Agriculture, LLC is the managing member of 734 Investors, LLC. Mr. Brokaw and Remy W. Trafelet are the members of 734 Agriculture, LLC. Mr. Brokaw disclaims beneficial ownership of the Company's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.
- F3Delta 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. Brokaw may be deemed to have indirect beneficial ownership for the shares reported herein based on his relationship with TBCM. Mr. Brokaw disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.
- F4Represents the forfeiture of stock options granted under the Stock Incentive Plan of 2015 to the reporting person on December 31, 2016 that were eligible to vest based on certain financial performance objectives. On September 4, 2018, the reporting person forfeited 187,500 options.