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4/6/21 Seaberg Karen SC 13D/A 2:250K MGP Ingredients Inc. Stinson LLP/FA
Cray Family Management, LLC³
Cray MGP Holdings, LP³
Karen Seaberg³
Lori Mingus³
Seaberg Family Managment, Inc.³
Seaberg MGP Holdings, LP³
1: SC 13D/A Schedule 13D/A, Amendment 6 -- HTML: 154K| SC 13D/A | 1st Page of 30± | Seaberg Karen - SC 13D/A - re: MGP Ingredients Inc. | No Page-Breaks | | Line 175:
Karen Seaberg
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Seaberg Family Management, Inc.
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Seaberg MGP Holdings, LP
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SCHEDULE 13D
for Cray Family Management, LLC, Cray MGP Holdings, LP, Seaberg Family Management, Inc., Seaberg MGP Holdings, LP and Karen Seaberg
Explanatory Note: This Amendment No. 6 further amends the Schedule 13D/A filed by Karen Seaberg , Cray Family Management, LLC, Cray MGP Holdings, LP, Seaberg Family Management, Inc., and Seaberg MGP Holdings,
LP, filed on February 9, 2021 . This Amendment amends and restates Items 2, 4, 5, 6 and 7 and adds Lori Mingus as ... Person and as a member of the group of Reporting Persons. Each of the Reporting Persons is a member of a separate ... | | Line 3,433:
Karen Seaberg
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Seaberg Family Management, Inc.
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General Partner of Seaberg MGP Holdings, LP
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Seaberg MGP Holdings, LP
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This report relates to, among other things, Cray Family Management, LLC ("Cray Management"), Cray MGP Holdings, LP (the "Cray
Partnership"), Seaberg Family Management, Inc. ("Seaberg Management"), Seaberg MGP Holdings, LP (the "Seaberg Partnership"), the contribution of Common Stock to the Cray Partnership and Seaberg Partnership, the sale of Common Stock by the Cray
Partnership, and the approval and consummation of the Merger (as defined below) and related acts and planned actions. | | Line 4,256:
Cray Management was formed on September 25, 2012 and the Cray Partnership was formed on October 1, 2012 for estate planning purposes.
Karen Seaberg is the sole manager of Cray Management, and three trusts for which Karen Seaberg and her sisters, Cathy Scroggs and Susan Robbins, separately serve as trustee are the members of Cray Management. Cray Management is the general partner
of the Cray Partnership.
On December 16, 2012 , Cloud L. Cray Jr. contributed 2,555,967 shares of Common Stock to the Cray Partnership. On December 12, 2012 , Karen
Seaberg and Susan Robbins contributed 9,000 and 3,010 shares of Common Stock to Cray Management, respectively. Susan Robbins contributed an additional 5,090 shares on December 21, 2012 . Cathy Scroggs contributed cash to Cray Management. Cray
Management used these contributions to acquire a 1% general partner interest in the Cray Partnership on December 30, 2012 . | | Line 4,273:
Seaberg Management was formed on October 28, 2020 and the Seaberg Partnership was formed on October 30, 2020 for estate planning purposes.
Karen Seaberg serves as a member of the board of directors of Seaberg Management, and Karen's daughters, Lori Mingus and Melissa Huntington, serve as the remaining two members of the board of directors of Seaberg Management. Seaberg Management is
the general partner of the Seaberg Partnership.
On or about November 5, 2020 , Lori Mingus , as trustee of the Lori L. Mingus Trust, contributed 222 shares of Common Stock to Seaberg
Management, Melissa Huntington contributed 222 shares of Common Stock to Seaberg Management and Karen Seaberg , as trustee of the Karen Cray Seaberg Revocable Trust, contributed cash to Seaberg Management. On or about November 4, 2020 , Seaberg
Management contributed 444 shares of Common Stock and cash to the Seaberg Partnership to acquire a 0.13764% general partner interest in the Partnership. As of the date hereof, all of the limited partner interests in the Seaberg Partnership are held
by trusts whose beneficiaries are the descendants of Karen Seaberg living from time to time.
Since its formation, the Seaberg Partnership has sold 7,240 shares of Common Stock in various open market transactions and as of April 1,
2021 , owned 406,464 shares of Common Stock. | | Line 4,308: ...
of the Company, subject to adjustment for fractional shares. On January 22, 2021 , Karen Seaberg , as the holder of a majority of the Company's
Preferred Stock (the "Preferred Stock"), executed a written consent approving the Merger Agreement and the Merger, ... the Company's Articles of Incorporation, was the only approval of the Company's stockholders required to approve the
Merger Agreement and the Merger. Ms. Seaberg directly owns beneficially and of record 226 shares of Preferred Stock and beneficially owns 71 shares of Preferred Stock that are owned of record by a revocable trust for which she serves as trustee.
See Item 6 for additional details regarding the Company's Articles of Incorporation. | | Line 4,318: ... to nominate two Group A directors for election to the board by the Company's common stockholders at each stockholders ... at which Group A directors are elected, commencing with the Company's 2021 annual meeting of stockholders. One of the
initial nominees will be Donn Lux, the Chief Executive Officer of the Luxco Companies. The right to nominate two ... upon the Sellers having beneficial ownership of 15% or more of the Company's issued and outstanding Common Stock
(which, for the avoidance of doubt, excludes any shares of Common Stock beneficially owned by Karen Seaberg and Lori Mingus ). The Shareholders' Agreement further provides that so long as the Sellers beneficially own at least 10% but less than 15% of
the Company's issued and outstanding Common Stock, the Sellers may nominate one director candidate for election to ... Any nominee nominated pursuant to the Shareholders' Agreement: (i) shall qualify as an "Independent Director" as
defined in Rule 5605(a)(2) of the Nasdaq Stock Market (but excluding the requirements of Rule 5605(c)(2) related to ... members); provided, however, that Donn S. Lux shall not be required to be an "Independent Director;" (ii) shall not be
involved in any event that would require disclosure under Item 401(f) of Regulation S-K; and (iii) shall not be subject to a "Bad Actor" disqualification under Rule 506(d) promulgated under the Securities Act of 1933, as amended. Karen Seaberg and
Lori Mingus are also parties to the Shareholders' Agreement, pursuant to which they have agreed to vote shares of ... beneficially owned by them in favor of such nominees. Securities and Exchange Commission guidance provides that as a
result of entering into the Shareholders' Agreement (i) the Reporting Persons may be deemed to be a part of a separate group with the Sellers for that purpose, and (ii) the shares of Common Stock beneficially owned by Karen Seaberg and Lori Mingus
may be deemed to be beneficially owned by the Sellers, but that the shares beneficially owned by the Sellers are not deemed to be beneficially owned by Karen Seaberg and Lori Mingus . Karen Seaberg and Lori Mingus disclaim any beneficial ownership of
the shares of Common Stock held by the Sellers. | | Line 4,396: (D) Shared power to dispose or direct the disposition of: 3,308,688
2,358,709 shares shown above are owned of record by the Cray Partnership. Cray Management is the general partner of the Cray Partnership. Karen Seaberg is the sole manager of Cray Management and in such capacity has
sole power to vote and dispose of the shares owned by the Cray Partnership. | | Line 4,417: (D) Shared power to dispose or direct the disposition of: 3,308,688
2,358,709 shares shown above are owned of record by the Cray Partnership. Cray Management is the general partner of the Cray Partnership. Karen Seaberg is the sole manager of Cray Management and in such capacity has
sole power to vote and dispose of the shares owned by the Cray Partnership. | | Line 4,422:
Seaberg Family Management, Inc.
| | Line 4,441: (D) Shared power to dispose or direct the disposition of: 3,308,688
406,464 shares shown above are owned of record by the Seaberg Partnership. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is a member of the board of directors of Seaberg Management
and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management and, as such, Karen Seaberg and Lori Mingus have shared power to vote and dispose of the shares owned by the Seaberg
Partnership. | | Line 4,458:
Seaberg MGP Holdings, LP
| | Line 4,476: (D) Shared power to dispose or direct the disposition of: 3,308,688
406,464 shares shown above are owned of record by the Partnership. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is a member of the board of directors of Seaberg Management and her
daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management and, as such, Karen Seaberg and Lori Mingus have shared power to vote and dispose of the shares owned by the Seaberg
Partnership. | | Line 4,483:
Karen Seaberg
| | Line 4,501:
The amounts reported above include: 2,358,709 shares owned of record by the Cray Partnership, 406,464 shares owned of record by the Seaberg Partnership, 63,404 shares owned of record by the Lori A. Mingus GST Exempt
Trust, 66,983 shares owned by the Melissa A. Huntington GST Exempt Trust, 195,366 shares owned of record by the Karen Clay Seaberg Revocable Trust and 59,188 shares owned of record by the Cloud L. Cray Jr. Family Trust ( Karen Seaberg is the sole
trustee of each of the foregoing trusts and has sole voting and investment power over shares owned by the trusts). The remaining shares are owned by Ms. Seaberg either directly or through her individual retirement account. Cray Management is the
general partner of the Cray Partnership. Ms. Seaberg is the sole manager of Cray Management and in such capacity has sole power to vote and dispose of the shares owned by the Cray Partnership. Seaberg Management is the general partner of the Seaberg
Partnership. Karen Seaberg is a member of the board of directors of Seaberg Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management and, as such, Karen Seaberg
has shared power to vote and dispose of the shares owned by the Seaberg Partnership.
| | Line 4,544:
The amounts reported above include: 406,464 shares owned of record by the Seaberg Partnership and 56,432 shares owned by the Lori A. Mingus Trust ( Lori Mingus is the sole trustee of the Lori A. Mingus Trust and has
sole voting and investment power over shares owned by the trusts). The remaining shares are owned by Ms. Mingus directly. Seaberg Management is the general partner of the Seaberg Partnership. Lori Mingus is a member of the board of directors of
Seaberg Management and her mother, Karen Seaberg , and her sister, Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management and, as such, Karen Seaberg and Lori Mingus have shared power to vote and dispose
of the shares owned by the Seaberg Partnership.
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Karen Seaberg (1)
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Karen Seaberg (2)
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Karen Seaberg (3)
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Karen Seaberg (4)
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Karen Seaberg (5)
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Karen Seaberg / Lori Mingus (6)
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Karen Seaberg (7)
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Karen Seaberg (8)
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Karen Seaberg / Lori Mingus (9)
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Karen Seaberg (10)
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Karen Seaberg (11)
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Karen Seaberg (12)
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_________________________
(1) Shares were sold by by the Karen Cray Seaburg
Revocable Trust. | | Line 4,796: (3) Shares were sold by the Cray Partnership.
(4) Shares were sold by the Laidacker J. Seaberg Revocable Trust.
(5) Shares were sold by the Karen Cray Seaberg Revocable Trust.
(6) Shares were sold by the Seaberg Partnership.
(7) Shares were sold by the Melissa A. Huntington GST Exempt Trust.
(8) Shares were gifted by the Laidacker J. Seaberg Revocable Trust to the Karen Cray Seaberg
Revocable Trust.
(9) Shares were sold by the Seaberg Partnership.
(10) Shares were sold by the Karen Cray Seaberg Revocable Trust.
(11) Shares were sold by the Cray Partnership.
(12) Award of shares to Karen Seaberg in lieu of quarterly cash director fee.
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Karen Seaberg is the sole manager of Cray Management and, as such, has sole power to vote and dispose of the shares held by the Cray
Partnership. | | Line 4,848:
Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is a member of the board of directors of Seaberg
Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management and, as such, Karen Seaberg and Lori Mingus have shared power to vote and dispose of the shares owned by
the Seaberg Partnership.
The terms of the limited partnership agreement of the Seaberg Partnership give Seaberg Management, as general partner of the Seaberg
Partnership (or any successor general partner of the Seaberg Partnership), the unfettered right and authority, but not the obligation, to sell in the aggregate during any calendar year no more than three percent of the shares of Common Stock held by
the Seaberg Partnership at the beginning of such calendar year. Any sales of shares of Common Stock in excess of the foregoing limit requires the approval of the general partner of the Seaberg Partnership and the holders of 50% of the limited
partnership interests. Distributions by the Seaberg Partnership are to be made as determined by its general partner in proportion to the limited partners' respective partnership interests. The Seaberg Partnership may be dissolved with the consent of
the general partner and holders of 50% of the limited partnership interests. Upon dissolution, distribution of Seaberg Partnership assets would be determined by the general partner or other person designated by law.
Karen Seaberg directly owns beneficially and of record 226 shares of Preferred Stock and beneficially owns 71 shares of Preferred Stock
that are owned of record by a revocable trust for which she serves as trustee, representing in the aggregate approximately 67% of the outstanding Preferred Stock. | | Line 4,885:
On January 22, 2021 , Karen Seaberg , as the holder of a majority of the Company's Preferred Stock, executed a written consent approving the
Merger Agreement and the Merger, which, under the Company's Articles of Incorporation, was the only approval of the Company's stockholders required to approve the Merger Agreement and the Merger. Ms. Seaberg directly owns beneficially and of record
226 shares of Preferred Stock and beneficially owns 71 shares of Preferred Stock that are owned of record by a revocable trust for which she serves as trustee. | | Line 5,009: ...
/s/ Karen Seaberg
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Karen Seaberg
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/s/ Karen Seaberg
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Karen Seaberg
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/s/ Karen Seaberg
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Karen Seaberg
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Seaberg MGP Holdings, LP
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Seaberg Family Management, Inc.,
its General Partner ... | | Line 5,186: ...
/s/ Karen Seaberg
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Karen Seaberg
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/s/ Karen Seaberg
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Karen Seaberg
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2: EX-99.4 Exhibit 99.4 - Joint Filing Agreement -- HTML: 11K
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: /A | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | EX-99 | Miscellaneous Exhibit. | | /A | Amendment to, or Amended version of, a previous Filing of this Type. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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