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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $ 33.6 | 09/07/2018(6) | 12/31/2026 | Alico, Inc., Common Stock | 210,000 | 510,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TRAFELET REMY W C/O TRAFELET BROKAW CAPITAL MANAGEMENT, 410 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022 |
X | X | President & CEO | |
| Remy W. Trafelet | 10/05/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents sale of shares to Issuer pursuant to an issuer tender offer exempt under Rule 16b-3. On Oct. 4, 2018, Issuer announced that Issuer's tender offer expired at the end of day on Oct. 3, 2018 and was oversubscribed and that the preliminary proration factor, which may be modified, was approximately 14.16%. The number of shares shown as sold is based on application of this preliminary proration factor. The final number of shares to be purchased pursuant to Issuer's tender offer by applying the final proration factor will be announced following the completion of such determinations by the depositary. Upon such final announcement, if the actual number of shares purchased by Issuer that are to be reported by the Reporting Person is different from what is reported in this filing, the Reporting Person will file an amendment to the Form 4 reporting the updated number of shares sold in the tender offer and the updated remaining number of beneficially owned thereafter. |
| (2) | Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investor, 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. |
| (3) | These shares were issued as 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. |
| (4) | Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TBCM") 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. |
| (5) | George R. Brokaw has entered into an agreement with 734 Investors, LLC to vote his shares as directed by 734 Investors, LLC. 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. |
| (6) | Represents 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 if such price exceeds $35.00; (ii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $40.00; (iii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $45.00; and (iv) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $50.00. |