SEC Form 4 · accession 0000003545-19-000008
ALICO, INC. · ALCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Remy W Trafelet
Officer — President & CEO · Director · 10% Owner
Period of report
Jan 15, 2019
Accepted (ET)
Jan 15, 2019 · 5:12 pm EST
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 | Jan 15, 2019 | A | 1,450 | $29.75 | A | 162,212 | D | |
| Alico, Inc., Common Stock, Par Value $1.00F3 | holding | — | — | — | 3,180,405 | I | By 734 Investors, LLC | |
| Alico, Inc., Common Stock, Par Value $1.00F2,F4 | holding | — | — | — | 137,752 | I | By RCF 2014 | |
| Alico, Inc., Common Stock, Par Value $1.00F5 | holding | — | — | — | 191,060 | I | By Delta Offshore Master II, LTD | |
| Alico, Inc., Common Stock, Par Value $1.00F6 | holding | — | — | — | 20,000 | I | By George R. Brokaw |
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 StockF7 | $27.15 | Dec 31, 2016 | A | 300,000 | A | — | Dec 31, 2021 | Alico, Inc., Common STock, Par Value $1.00 | 300,000 | 300,000 | D |
| Option to Purchase Common StockF8 | $33.60 | Sep 7, 2018 | A | 210,000 | A | — | Dec 31, 2026 | Alico, Inc., Common Stock, Par Value $1.00 | 210,000 | 210,000 | D |
Explanation of responses
- F1These shares were granted under the Stock Incentive Plan of 2015.
- F2Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 213,220 shares of the Company's Common Stock directly held by the Reporting Person and 213,220 shares of the Company's Common Stock directly held by RCF Legacy 2014 LLC pursuant to a domestic relations order, settlement of these transfers is pending as of the date hereof. The Reporting Person no longer reports as beneficially owned any securities transferred pursuant to such domestic relations order.
- F3Represents shares owned by 734 Investors, LLC ("734 Investors"). 734 Agriculture, LLC ("734 Agriculture") is the managing member of 734 Investors. Pursuant to a stipulated status quo order agreed to by the parties to a lawsuit in the Delaware Court of Chancery captioned In re 734 Investors, LLC Litigation, Consol. C.A. No. 2018-0844-JTL, 734 Agriculture may not take any actions outside of the ordinary course of business of 734 Investors without the consent of two-thirds of the membership interests of 734 Investors, including exercising any voting rights with respect to any shares of the Issuer's Common Stock beneficially owned by 734 Investors. The Reporting person and George R. Brokaw are members of 734 Agriculture. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors except to the extent of his pecuniary interest therein.
- F4These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC. Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.
- F5Delta Offshore Master II, LTD (the "Fund") owns 191,060 shares of the Company's Common Stock, Trafelet & Company LLC ("TC") serves as the general partner of the investment manager to the Fund that exercises voting and investment control over securities held for the accounts of the Fund. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for 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.
- F6George R. Brokaw has entered into an agreement with 734 Investors, to vote his shares as directed by 734 Investors. As noted in footnote 3, 734 Agriculture, is the managing member of 734 Investors, and Mr. Trafelet and George R. Brokaw are members of 734 Agriculture.
- F7The 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-day trading period exceeds $60.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $75.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $90.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $105.00.
- F8The 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-day trading period exceeds $35.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $50.00.