Sec Form 13D Filing - CONTINENTAL GRAIN CO filing for RICEBRAN TECHNOLOGIES COM PAR$ (RIBT) - 2019-12-20

 

---

This Amendment No. 5 amends and supplements the statement on Schedule 13D, dated September 25, 2017, as amended by Amendment No. 1 to the statement on Schedule 13D, dated March 26, 2018, Amendment No. 2 to the statement on Schedule 13D, dated August 17, 2018, Amendment No. 3 to the statement on Schedule 13D, dated March 14, 2019 and Amendment No. 4 to the statement on Schedule 13D, dated August 21, 2019 (so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission by Continental Grain Company, a Delaware corporation (“CGC”) and Ari D. Gendason (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of common stock, no par value (“Common Stock”) of RiceBran Technologies, a California corporation (the “Issuer”).

Item 2. Identity and Background.

The information contained in Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

(i) Continental Grain Company, a Delaware corporation (“CGC”); and

(ii) Ari D. Gendason, a natural person and citizen of the United States (“Mr. Gendason”).

 

The principal business of CGC is agribusiness and to make investments. Mr. Gendason is Chief Investment Officer of CGC.

 

The principal business address of the Reporting Persons and the executive officers and directors of CGC as set forth below is 767 Fifth Avenue, New York, NY 10153. Each of the persons listed below are citizens of the United States.

 

 

During the past five years, the Reporting Persons have not, and, to the best of their knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

On December 19, 2019, in connection with the Issuer’s underwritten registered public offering of shares of its Common Stock conducted pursuant to its Registration Statement on Form S-3, CGC purchased 3,200,000 shares of Common Stock at the public offering price of $1.25 per share.  Such transaction was funded with CGC’s available cash on hand.

This Schedule 13D reflects purchases made by CGC through and including December 19, 2019.  Unless otherwise indicated, all calculations of percentage ownership in this Schedule 13D are based on a total of 39,094,631 shares of Common Stock issued and outstanding as of the closing of the public offering, as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on December 18, 2019 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.

 

CGC beneficially owns 10,649,068 shares of Common Stock (approximately 27.2% of the total number of shares of Common Stock outstanding).  CGC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such 10,649,068 shares of Common Stock.

 

Mr. Gendason directly owns 129,177 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding.

 

The Reporting Persons may be deemed to be a group for the purposes of Section 13(d) of the Exchange Act. This filing shall not constitute an admission by the Reporting Persons that they are a group for such purpose. The Reporting Persons collectively own 10,778,245 shares of Common Stock (approximately 27.6% of the total number of shares of Common Stock outstanding).

No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 20, 2019