Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
|
RiceBran Technologies |
| (Name of Issuer) |
|
Common Stock, No Par Value |
| (Title of Class of Securities) |
|
762831204 |
| (CUSIP Number) |
|
Michael Mayberry General Counsel Continental Grain Company 767 Fifth Avenue New York, NY 10153 Tel. No.: (212) 207-2898 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 23, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 762831204 | SCHEDULE 13D | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Continental Grain Company |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
2,335,000 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
2,335,000 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,335,000 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. 762831204 | SCHEDULE 13D | Page 3 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Ari D. Gendason |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
360,548 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
360,548 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,548 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 762831204 | SCHEDULE 13D | Page 4 of 5 Pages |
This Amendment No. 11 amends and supplements the statement on Schedule 13D, dated September 25, 2017, as amended through the date hereof (as 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 4. Purpose of Transaction
The response to Item 4 is supplemented by adding the following:
On May 23, 2022, CGC filed Amendment No. 1 to its Notice on Form 144 pursuant to Rule 144(h) under the Securities Act stating its intention to sell up to 5,340,161 share of Common Stock in reliance on Rule 144 under the Securities Act. Sales to date pursuant to such notice are included in Item 5 below. Depending on market conditions and subject to the limitations of Rule 144, the Reporting Persons may continue to make further dispositions of Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D are hereby amended and restated in their entirety, as follows:
All percentages set forth herein are based on 52,169,146 shares of Common Stock outstanding as of April 29, 2022, as reported in the Issuer’s preliminary proxy statement filed on May 4, 2022.
(a), (b) See the cover sheets of each of the Reporting Persons.
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 2,695,548 shares of Common Stock (approximately 5.2% of the total number of shares of Common Stock outstanding).
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons in the past sixty days is set forth below. All such transactions were effected in the open market through a broker and all prices per share include commissions.
| Date | Shares Sold | Price Per Share ($) |
| 03/25/2022 | 121,232 | $0.5406 |
| 03/28/2022 | 300,000 | $0.4946 |
| 03/29/2022 | 164,107 | $0.4640 |
| 03/30/2022 | 671,661 | $0.4779 |
| 03/31/2022 | 166,000 | $0.4588 |
| 05/02/2022 | 4,734 | $0.5130 |
| 05/03/2022 | 15,100 | $0.4769 |
| 05/04/2022 | 88,820 | $0.4742 |
| 05/09/2022 | 1,000,000 | $0.4903 |
| 05/10/2022 | 710,000 | $0.5381 |
| 05/11/2022 | 810,000 | $0.5500 |
| 05/12/2022 | 867,253 | $0.5536 |
| 05/13/2022 | 240,000 | $0.5449 |
| 05/16/2022 | 150,000 | $0.5967 |
| 05/23/2022 | 530,000 | $0.7262 |
| 05/24/2022 | 1,267,000 | $0.7198 |
| 05/25/2022 | 1,208,161 | $0.7308 |
(d) 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.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement, dated as of December 20, 2019, between Continental Grain Company and Ari D. Gendason (previously filed). |
| CUSIP No. 762831204 | SCHEDULE 13D | Page 5 of 5 Pages |
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: May 25, 2022
|
CONTINENTAL GRAIN COMPANY |
||||
|
By: |
/s/ Frank W. Baier | |||
|
Name: Frank W. Baier Title: Chief Financial Officer |
||||
| /s/ Ari D. Gendason | |||
| Ari D. Gendason |