Lux Trusts & Individuals File 13D/A for MGP Ingredients

TL;DR

Lux family trusts and individuals updated their stake in MGP Ingredients, filing a 13D/A.

AI Summary

On September 11, 2024, a SC 13D/A filing was made concerning MGP Ingredients Inc. The filing lists multiple Lux family trusts and individuals as group members, including Andrew Broddon Lux, Ann S. Lux, Caroline Lux Kaplan, Catherine N. Lux, Donn S. Lux, Leslie Lux, and Paul S. Lux. The filing indicates a change in beneficial ownership as of September 11, 2024.

Why It Matters

This filing signals a potential shift in control or significant influence over MGP Ingredients by the Lux family and associated trusts, which could impact the company's strategic direction or lead to further corporate actions.

Risk Assessment

Risk Level: medium — Filings like this can precede activist campaigns or changes in control, introducing uncertainty for investors.

Key Players & Entities

• MGP Ingredients Inc (company) — Subject company
• Andrew Broddon Lux (person) — Group member
• Ann S. Lux (person) — Group member
• Caroline Lux Kaplan (person) — Group member
• Catherine N. Lux (person) — Group member
• Donn S. Lux (person) — Group member
• Leslie Lux (person) — Group member
• Paul S. Lux (person) — Group member
• Lux Donn S. (person) — Filer
• TFO TRUST COMPANY, LLC (company) — Group member

FAQ

Filing Documents

• ef20035798_sc13da.htm (SC 13D/A) — 525KB
• image0.jpg (GRAPHIC) — 1KB
• 0001140361-24-040869.txt ( ) — 528KB

of Schedule 13D is hereby amended and restated as follows

Item 2 of Schedule 13D is hereby amended and restated as follows: (a) This statement is being filed by (i) Luxco 2017 Irrevocable Trust dated 6/19/2017, a Missouri trust (" Luxco Trust "), (ii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005, a Missouri trust (" Lux 2005 Donn Trust "), (iii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST, a Missouri trust (" Lux 2005 QSST Trust "), (iv) Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust (" Andrew Trust "), (v) Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust (" Philip Trust "), (vi) Caroline L. Kaplan Revocable Trust dated 12/16/2009, a Maryland trust (" Kaplan Trust "), (vii) Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005, a Missouri trust (" Lux 2005 Caroline Trust "), (viii) Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005, a South Dakota trust (" Lux 2005 Catherine Trust "), (ix) CNL 2013 Irrevocable Trust dated 4/2/2013, a South Dakota trust (" CNL Trust "), (x) Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005, a Missouri trust (" Lux 2005 Paul Trust "), (xi) Lux Children Irrevocable Trust dated 5/24/2012, a Missouri trust (" Children Trust "), (xii) Donn S. Lux, (xiii) Leslie Lux, (xiv) Paul S. Lux, (xv) Caroline Lux Kaplan, (xvi) Catherine N. Lux and (xii) TFO Trust Company, LLC (" TFO ") (the foregoing persons are hereinafter referred to collectively as the " Reporting Persons "). As previously disclosed in Amendment No. 2 to this Schedule 13D, Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons and have been removed from this Schedule 13D. Pursuant to SEC rules and applicable interpretations, since they are two of three trustees for each of the Andrew Trust and the Philip Trust, and all decisions concerning the exercise of voting or investment power with respect to the shares of Common Stock that are the subject of this Schedule 13D

of Schedule 13D is hereby amended and restated as follows

Item 3 of Schedule 13D is hereby amended and restated as follows: A total of 5,007,828 shares of Common Stock beneficially owned by the Reporting Persons were initially acquired pursuant to an Agreement and Plan of Merger, dated as of January 22, 2021 (the "Merger Agreement"), by and among the Issuer, London HoldCo, Inc. ("HoldCo"), Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC (the "Luxco Companies"), the shareholders of HoldCo, Inc. (the "Sellers"), and Donn S. Lux, as Sellers' Representative. Pursuant to the Merger Agreement, an additional 1,373 shares of Common Stock were issued to the Reporting Persons upon completion of final purchase price adjustments. A total of 2,806,018 shares of Common Stock with respect to which voting power is reported on this Schedule 13D/A are beneficially owned by certain other shareholders of the Issuer (the "Seaberg/Cray Shareholders"), as reported on (i) a Form 13D/A, Amendment No. 10 to Schedule 13D filed on September 9, 2024, by the Seaberg/Cray Shareholders other than Lori L. Mingus (which, notwithstanding the fact that the Reporting Persons had no advance notice of, and no control over, the transactions disclosed therein was the triggering event for this Amendment) and (ii) a Form 4 Statement of Changes in Beneficial Ownership filed on September 6, 2024, by Lori L. Mingus, who is also one of the Seaberg/Cray Shareholders who is a party to the Shareholders Agreement referenced below. The Reporting Persons may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. Item 4. Purpose of Transaction. No material changes. Item 5. Interest in Securities of the Issuer.

of Schedule 13D is hereby amended and restated as follows

Item 5 of Schedule 13D is hereby amended and restated as follows: (a) As of the date of this filing, the Reporting Persons beneficially own 4,892,201 shares (the " Shares "), or approximately 22.2%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Quarterly Report on Form 10-Q filed by the Issuer on August 1, 2024 for the quarter ended June 30, 2024, which reported that 21,988,494 shares of Common Stock were outstanding as of July 26, 2024). The Reporting Persons also may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Seaberg/Cray Shareholders beneficially own an additional 2,806,018 shares of Common Stock, or approximately 12.8% of the outstanding Common Stock of the Issuer, which are included in the "shared voting power" reported on this Schedule 13D/A due to the existence of such group pursuant to the terms of the Shareholders Agreement among the Reporting Persons and the Seaberg/Cray Shareholders. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. (b) Donn S. Lux is the sole trustee of the Lux 2005 Donn Trust and the Lux 2005 QSST Trust and the sole investment trustee of the Luxco Trust. He is no longer the sole family assets trustee of the Lux 2005 Paul Trust, the sole trustee of the Lux 2005 Caroline Trust or a co-trustee of the Children Trust. Accordingly, Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 2,638,264 Shares held by the Luxco Trust, the Lux 2005 Donn Trust and the Lux 2005 QSST Trust. Leslie Lux is the sole trustee of the Children Trust. Accordingly, Leslie Lux may be deemed to hold sole voting and dispositive power with respect to the 27,731 Shares held by the Children Trust. Paul S. Lux is the sole trustee of the Lux 2005 Paul Trust. Accordingly, Paul S. Lux m

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