Seaberg Cray Files 13D/A Amendment for MGP Ingredients

TL;DR

Seaberg Cray updated their MGP Ingredients stake filing. Watch for ownership changes.

AI Summary

Karen Seaberg Cray, through various entities including Cray Family Management, LLC and Cray MGP Holdings, LP, has filed Amendment No. 10 to their Schedule 13D/A for MGP Ingredients, Inc. The filing, dated September 5, 2024, indicates a change in their beneficial ownership of the company's common stock. The specific details of the change in ownership percentage or the exact number of shares are not provided in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stake changes for MGP Ingredients, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D/A filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• MGP Ingredients, Inc. (company) — Subject Company
• Karen Seaberg Cray (person) — Filing Person
• Cray Family Management, LLC (company) — Group Member
• Cray MGP Holdings, LP (company) — Group Member
• Laidacker M. Seaberg & Karen C. Seaberg Family Foundation (company) — Group Member
• Seaberg Family Management, Inc. (company) — Group Member
• Seaberg MGP Holdings, LP (company) — Group Member

FAQ

Key Financial Figures

• $90.13 — 4/2024 Karen Seaberg (4) Sale 1,109 $90.13 (5) 09/04/2024 Karen Seaberg (6) Sa
• $90.00 — /04/2024 Karen Seaberg (6) Sale 277 $90.00 08/23/2024 Karen Seaberg (6) Sale
• $90.31 — /23/2024 Karen Seaberg (6) Sale 829 $90.31 (7) 08/23/2024 Karen Seaberg (8) Sa
• $90.67 — 3/2024 Karen Seaberg (8) Sale 6,176 $90.67 (9) 08/23/2024 Karen Seaberg (10) S
• $90.74 — /2024 Karen Seaberg (10) Sale 1,102 $90.74 (11) 08/23/2024 Karen Seaberg (12)
• $90.61 — /2024 Karen Seaberg (16) Sale 1,103 $90.61 (17) 08/23/2024 Karen Seaberg (4) S
• $90.14 — 3/2024 Karen Seaberg (4) Sale 1,110 $90.14 08/23/2024 Karen Seaberg (4) Sale
• $90.81 — 3/2024 Karen Seaberg (4) Sale 2,202 $90.81 (18) (1) Shares were distributed by t
• $18,126,832.39 b — t obtained by dividing (i) one-third of $18,126,832.39 by (ii) $90.00, which was the last report
• $90 — (i) one-third of $18,126,832.39 by (ii) $90.00, which was the last reported sales p
• $18,124,909.32 b — t obtained by dividing (i) one-third of $18,124,909.32 by (ii) $90.00, which was the last report
• $90.03 — ple transactions at prices ranging from $90.03 to $90.16 per share. (6) Shares were
• $90.16 — ctions at prices ranging from $90.03 to $90.16 per share. (6) Shares were sold by th
• $90.71 — ctions at prices ranging from $90.00 to $90.71 per share. (8) Shares were sold by th
• $90.40 — ple transactions at prices ranging from $90.40 to $90.73 per share. (10) Shares were

Filing Documents

• o96247sc13da10.htm (SC 13D/A) — 160KB
• 0001214659-24-016246.txt ( ) — 162KB

Purpose of Transaction

Item 4. Purpose of Transaction. 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 the Seaberg Partnership, the sale of Common Stock by the Cray Partnership and the Seaberg Partnership, the Shareholders’ Agreement (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 the Karen Cray Seaberg Revocable Trust dated May 15, 1992, as amended, for which Karen Seaberg serves as trustee, is the sole member of Cray Management. Cray Management is the general partner of the Cray Partnership and acquired a 1% general partner interest in the Cray Partnership on December 30, 2012. On December 16, 2012, Cloud L. Cray Jr. contributed 2,555,967 shares of Common Stock to the Cray Partnership. 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. S ince its formation, the Cray Partnership has (1) sold 342,959 shares of Common Stock in various open market transactions and (2) disposed of 235,950 shares of Common Stock pursuant to the Redemption Agreements (as defined in Item 6 below). As of September 6, 2024, the Cray Partnership owned 1,994,158 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

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. a.-b. The number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, based on 21,988,494 shares outstanding as of July 26, 2024 (according to the information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on August 1, 2024), are as follows: Karen Seaberg (i) Number Beneficially Owned: 2,761,339 Percent of Class: 12.6% (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, 331,176 (B) Shared power to vote or direct the vote: 430,163 9 (C) Sole power to dispose or direct the disposition of: 2, 331,176 (D) Shared power to dispose or direct the disposition of: 430,163 T he amounts reported above include: 1,994,158 shares owned of record by the Cray Partnership, 385,661 shares owned of record by the Seaberg Partnership, 54,542 shares owned of record by the Lori A. Mingus GST Exempt Trust, 61,522 shares owned by the Melissa A. Huntington GST Exempt Trust, 134,969 shares owned of record by the Karen Cray Seaberg Revocable 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), and 44,502 shares owned of record by the Seaberg Family Foundation. Karen Seaberg is president and a member of the board of directors of Seaberg Family Foundation. Karen Seaberg does not have a pecuniary interest in the shares held by the Seaberg Family Foundation. 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. Karen Seaberg disclaims any Section 16 beneficial

View Full Filing

View this SC 13D/A filing on SEC EDGAR