Sec Form 13D Filing - Seaberg Karen filing for MGP INGREDIENTS, INC (MGPI) - 2021-04-06

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CUSIP No. 59832G 104

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(1)                                 As a member of a group with the other Reporting Persons, each Reporting Person is deemed to have acquired beneficial ownership of all equity securities of the Issuer beneficially owned by other members of such group for purposes of Section 13(d) of the Act and this filing.  See Item 5 for additional details.

(2)                                 Based upon 21,927,630 shares outstanding as of April 1, 2021 (according to the information contained in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 25, 2021, and Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2021).

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Item 3.  Source or Amount of Funds or Other Consideration.

See Item 4.

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.

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.

In connection with his contribution, Mr. Cray initially received a 99% limited partner interest in the Cray Partnership.  As of the date hereof, all of the limited partner interests in the Cray Partnership are held by trusts whose beneficiaries are the descendants of Cloud L. Cray living from time to time.

Since its formation, the Cray Partnership has sold 214,358 shares of Common Stock in various open market transactions and as of April 1, 2021, owned 2,358,709 shares of Common Stock.

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.

On January 22, 2021, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), with London HoldCo, Inc. ("HoldCo"), Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, and KY Limestone Holdings LLC (together, the "Luxco Companies"), the shareholders of London HoldCo, Inc. (the "Sellers"), and Donn Lux, as Sellers' Representative. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, the Company agreed to merge Holdco with and into the Company with the Company surviving the merger (the "Merger").  On April 1, 2021, the Company completed the Merger.  Following the Merger, the Luxco Companies became wholly-owned subsidiaries of the Company.  Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the Company paid to the Sellers an aggregate of $237.5 million in cash (less assumed indebtedness) and 5,007,833 shares of Common Stock

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, 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.  See Item 6 for additional details regarding the Company's Articles of Incorporation.

Under the terms of the Merger Agreement, the completion of the Merger was subject to certain customary and other closing conditions, including, among others, execution by the Company and the other parties thereto of a shareholders' agreement, dated April 1, 2021 (the "Shareholders' Agreement").  Pursuant to the terms of the Shareholders' Agreement, the Sell ers received the right to nominate two Group A directors for election to the board by the Company's common stockholders at each stockholders meeting 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 directors is conditioned 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 the Company board.  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 audit committee 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 Common Stock 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.

The Reporting Persons intend to continue to review their investment in the Company on an ongoing basis and, depending on various factors, including, without limitation, the Company's financial position, the price of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of Common Stock or Preferred Stock as they deem appropriate, including, without limitation: purchasing additional shares of Common Stock and/or Preferred Stock; selling shares of Common Stock and/or Preferred Stock; taking any action to change the composition of the Company's board of directors; taking any other action with respect to the Company or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4.

Cray Family Management, LLC

(i)                                   Number Beneficially Owned:  3,308,688

Percent of Class:  15.1%

(ii)                                  Number of shares of Common Stock as to which the Reporting Person has:

 

(A)                               Sole voting power to vote or direct the vote:  0

 

(B)                               Shared power to vote or direct the vote:  3,308,688

 

(C)                               Sole power to dispose or direct the disposition of:  0

(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.

 

Cray MGP Holdings, LP

 

(i)                                     Number Beneficially Owned:  3,308,688

 

Percent of Class:  15.1%

 

(ii)                                  Number of shares of Common Stock as to which the Reporting Person has:

 

(A)                               Sole voting power to vote or direct the vote:  0

 

(B)                               Shared power to vote or direct the vote:  3,308,688

 

(C)                               Sole power to dispose or direct the disposition of:  0

 

(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.

 

Seaberg Family Management, Inc.

(i)                                   Number Beneficially Owned:  3,308,688

Percent of Class: 15.1%

(ii)                                  Number of shares of Common Stock as to which the Reporting Person has:

 

(A)                               Sole voting power to vote or direct the vote:  0

 

(B)                               Shared power to vote or direct the vote:  3,308,688

 

(C)                               Sole power to dispose or direct the disposition of:  0

 

(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.

 

Seaberg MGP Holdings, LP

 

(i)                                     Number Beneficially Owned:  3,308,688

 

Percent of Class: 15.1%

 

(ii)                                  Number of shares of Common Stock as to which the Reporting Person has:

 

(A)                               Sole voting power to vote or direct the vote:  0

 

(B)                               Shared power to vote or direct the vote:  3,308,688

 

(C)                               Sole power to dispose or direct the disposition of:  0

 

(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.

Karen Seaberg

 

(i)                                     Number Beneficially Owned:  3,308,688

 

Percent of Class: 15.1%

(ii)                                  Number of shares of Common Stock as to which the Reporting Person has:

 

(A)                               Sole voting power to vote or direct the vote:  2,843,830

 

(B)                               Shared power to vote or direct the vote:  3,308,688

 

(C)                               Sole power to dispose or direct the disposition of:  2,843,830

 

(D)                               Shared power to dispose or direct the disposition of:  3,308,688

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.

(c) Except as set forth in the table below, none of the Reporting Persons has effected any transactions in the Common Stock in the past 60 days.  All of the transactions were effected on the Nasdaq Stock Market in ordinary brokers' transactions, except as otherwise noted.

Date	Covered Person	Type of Transaction	Number of Shares	Price per Share
2/1/2021	Karen Seaberg (1)	Sale	3,938	$57.7391
2/1/2021	Karen Seaberg (2)	Sale	6,062	$57.7391
2/2/2021	Karen Seaberg (3)	Sale	1,756	$59.8021
2/2/2021	Karen Seaberg (4)	Sale	418	$59.8021
2/2/2021	Karen Seaberg (5)	Sale	2,050	$59.8021
2/2/2021	Karen Seaberg/Lori Mingus (6)	Sale	6,187	$59.8021
2/5/2021	Karen Seaberg (7)	Sale	15	$59.08
2/18/2021	Karen Seaberg (8)	Gift	104,993	N/A
3/16/2021	Karen Seaberg/Lori Mingus (9)	Sale	1,053	$64.3215
3/16/2021	Karen Seaberg (10)	Sale	742	$64.3215
3/16/2021	Karen Seaberg (11)	Sale	6,062	$64.3215
4/1/2021	Karen Seaberg(12)	Award	507	N/A

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(d)-(e)               Not applicable

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.

The terms of the limited partnership agreement of the Cray Partnership give Cray Management, as general partner of the Cray Partnership (or any successor general partner of the Cray Partnership), the unfettered right and authority, but not the obligation, to sell in the aggregate during any calendar year no more than five percent of the shares of Common Stock held by the Cray 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 Cray Partnership and the holders of 75% of the limited partnership interests. Distributions by the Cray Partnership are to be made as determined by its general partner in proportion to the limited partners' respective partnership interests. The Cray Partnership may be dissolved with the consent of the general partner and holders of 80% of the limited partnership interests.  Upon dissolution, distribution of Cray Partnership assets would be determined by the general partner or other person designated by law.

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 Partnersh ip), 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.

The Articles of Incorporation and Bylaws of the Company entitle the holders of the Preferred Stock to elect five out of the Company's nine directors. Only the holders of Preferred Stock are entitled to vote upon any proposal which requires stockholder approval and which will authorize or direct the Company to merge with another corporation, consolidate, voluntarily dissolve, sell, lease or exchange all or substantially all of its property and assets, or amend its Articles of Incorporation; provided, that the holders of Common Stock are entitled to vote, as a class, upon any such proposal if the result thereof would be to increase or decrease the aggregate number of authorized shares of Common Stock or Preferred Stock, increase or decrease the par value of the shares of Common Stock or Preferred Stock, or alter or change the powers, preferences or special rights of the Common Stock or Preferred Stock so as to affect the holders of Common Stock adversely. On all other matters, other than the election of directors, the holders of Common Stock and Preferred Stock each vote separately, as a class, and no such matter to be acted upon may be approved unless it receives the affirmative vote, consent or approval of the holders of a majority, or such greater percentage as may be required by law, of the shares of Common Stock and the shares of Preferred Stock.

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.

Under the terms of the Merger Agreement, the completion of the Merger was subject to certain customary and other closing conditions, including, among others, execution by the Company and the other parties thereto of the Shareholders' Agreement, which is described in Item 4 and such description is incorporated in this Item 6 by reference.

The foregoing summary of the documents described herein does not purport to be a complete summary of those agreements, and is qualified in its entirety by reference to such agreements, copies of which are filed as exhibits to this report.

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*  Filed herewith

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	By:	/s/ Karen Seaberg
		Karen Seaberg
		Manager

	Seaburg Family Management, Inc.
	By:	/s/ Karen Seaberg
		Karen Seaberg
		President