Ancora Advisors Files 13D/A on Green Plains, Signaling Continued Activism

TL;DR

**Ancora is still in the game with Green Plains, expect more activist pressure!**

AI Summary

Ancora Advisors, LLC, an activist investor, filed an Amendment No. 4 to its Schedule 13D for Green Plains Inc. on February 7, 2024, indicating a continued active interest in the company. This filing updates their previous disclosures, signaling that Ancora, represented by Frederick DiSanto, maintains its position and potential influence over Green Plains' strategic direction. For investors, this means a prominent activist shareholder is still engaged, which could lead to further corporate actions or changes aimed at increasing shareholder value.

Why It Matters

This filing confirms Ancora Advisors' ongoing activist stake in Green Plains Inc., suggesting they may continue to push for changes to unlock shareholder value.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to significant corporate changes, which may introduce both opportunities and risks for existing shareholders.

Analyst Insight

Investors should monitor future filings from Ancora Advisors and Green Plains Inc. for any indications of new strategic directions or corporate actions, as activist involvement often precedes significant changes.

Key Players & Entities

• Ancora Advisors, LLC (company) — the filing person and activist investor
• Green Plains Inc. (company) — the subject company of the filing
• Frederick DiSanto (person) — authorized to receive notices for Ancora Holdings Group, LLC
• Olshan Frome Wolosky LLP (company) — legal counsel for the filing person
• February 6, 2024 (date) — date of event requiring the filing

Forward-Looking Statements

• Ancora Advisors will continue to engage with Green Plains' management or board to advocate for strategic changes. (Ancora Advisors, LLC) — medium confidence, target: Q2 2024
• Green Plains Inc. may announce new initiatives or a strategic review in response to ongoing activist pressure. (Green Plains Inc.) — low confidence, target: Q3 2024

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $922,190 — ectly by Ancora Merlin is approximately $922,190, including brokerage commissions. The a
• $9,638,465 — a Merlin Institutional is approximately $9,638,465, including brokerage commissions. The a
• $913,020 — tly by Ancora Catalyst is approximately $913,020, including brokerage commissions. The a
• $9,455,753 — Catalyst Institutional is approximately $9,455,753, including brokerage commissions. The a
• $3,244,639 — tly by Ancora Bellator is approximately $3,244,639, including brokerage commissions. The a
• $14,743,344 — tly by Ancora Impact Q is approximately $14,743,344, including brokerage commissions. The a
• $38,657,830 — tly by Ancora Impact S is approximately $38,657,830, including brokerage commissions. The a
• $33,072,340 — rectly by Ancora SPC H is approximately $33,072,340, including brokerage commissions. The a
• $19,516,272 — cora Alternatives SMAs is approximately $19,516,272, including brokerage commissions. 14
• $8,374 — ctly by Ancora Merlin was approximately $8,374. The aggregate purchase price of the ca
• $93,092 — Merlin Institutional was approximately $93,092. The aggregate purchase price of the ca
• $9,146 — ly by Ancora Catalyst was approximately $9,146. The aggregate purchase price of the ca
• $345,833 — atalyst Institutional was approximately $345,833. The Shares purchased by Mr. DiSanto w
• $693,853 — y owned by Mr. DiSanto is approximately $693,853, including brokerage commissions. Item

Filing Documents

• sc13da406470035_02072024.htm (SC 13D/A) — 369KB
• ex992to13da406470035_020724.htm (EX-99.2) — 17KB
• 0000921895-24-000234.txt ( ) — 388KB

Identity and Background

Item 2. Identity and Background.

is amended and restated

Item 2 is amended and restated to read as follows: (a) This (i) Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”), with respect to the Shares directly and beneficially owned by it; (ii) Ancora Merlin Institutional, LP, a Delaware limited partnership (“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it; (iii) Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), with respect to the Shares directly and beneficially owned by it; (iv) Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”), with respect to the Shares directly and beneficially owned by it; (v) Ancora Bellator Fund LP, a Delaware limited partnership (“Ancora Bellator”), with respect to the Shares directly and beneficially owned by it; (vi) Ancora Impact Fund LP – Series Q, a series of Ancora Impact Fund LP, a Delaware limited partnership (“Ancora Impact Q”), with respect to the Shares directly and beneficially owned by it; (vii) Ancora Impact Fund LP – Series S, a series of Ancora Impact Fund LP, a Delaware limited partnership (“Ancora Impact S” and together with Ancora Merlin, Ancora Merlin Institutional, Ancora Catalyst, Ancora Catalyst Institutional, Ancora Bellator and Ancora Impact Q, the “Ancora LP Funds”), with respect to the Shares directly and beneficially owned by it; (viii) Ancora Impact Fund SPC Ltd. – Segregated Portfolio H, a Cayman Islands segregated portfolio company (“Ancora SPC H” and together with the Ancora LP Funds, the “Ancora Funds”), with respect to the Shares directly and beneficially owned by it; (ix) Ancora Alternatives LLC, an Ohio limited liability company (“Ancora Alternatives”), as the general partner of each of the Ancora LP Funds and as the investment advisor to

Source and Amount of Funds or Other Consideration

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

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of the Ancora Funds and held in the Ancora Alternatives SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 28,104 Shares owned directly by Ancora Merlin is approximately $922,190, including brokerage commissions. The aggregate purchase price of the 294,693 Shares owned directly by Ancora Merlin Institutional is approximately $9,638,465, including brokerage commissions. The aggregate purchase price of the 28,195 Shares owned directly by Ancora Catalyst is approximately $913,020, including brokerage commissions. The aggregate purchase price of the 291,233 Shares owned directly by Ancora Catalyst Institutional is approximately $9,455,753, including brokerage commissions. The aggregate purchase price of the 115,975 Shares owned directly by Ancora Bellator is approximately $3,244,639, including brokerage commissions. The aggregate purchase price of the 458,279 Shares owned directly by Ancora Impact Q is approximately $14,743,344, including brokerage commissions. The aggregate purchase price of the 1,191,740 Shares owned directly by Ancora Impact S is approximately $38,657,830, including brokerage commissions. The aggregate purchase price of the 1,021,660 Shares owned directly by Ancora SPC H is approximately $33,072,340, including brokerage commissions. The aggregate purchase price of the 601,179 Shares held in the Ancora Alternatives SMAs is approximately $19,516,272, including brokerage commissions. 14 CUSIP No. 393222104 The aggregate purchase price of the call options referencing 5,000 Shares owned directly by Ancora Merlin was approximately $8,374. The aggregate purchase price of the call options referencing 55,000 Shares owned directly by Ancora Merlin Institutional was approximately $93,092. The aggregate purchase price of the call optio

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On February 6, 2024, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which, among other things, the Issuer agreed to publicly announce, no later than the date on which the Issuer publicly announces its financial results for the three months and year ended December 31, 2023, that the Issuer’s Board of Directors (the “Board”) will initiate a formal review to consider and evaluate strategic alternatives to maximize value for the Issuer’s shareholders. During the term of the Cooperation Agreement, the Reporting Persons have agreed to vote all Voting Securities (as defined in the Cooperation Agreement) beneficially owned by them at all meetings of the Issuer’s shareholders in accordance with the Board’s recommendations, except that the Reporting Persons (a) may vote in their discretion on any proposal of the Issuer in respect of any Extraordinary Transaction (as defined in the Cooperation Agreement), share issuance or the implementation of takeover defenses not in existence as of the date of the Cooperation Agreement and (b) will be permitted to vote in accordance with the recommendation of Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) if ISS and Glass Lewis issue a voting recommendation that differs from the Board’s recommendation with respect to any proposal submitted to shareholders at a shareholder meeting (other than any proposal related to director elections, removals or replacements). The Reporting Persons have also agreed to certain customary standstill provisions prohibiting them from, among other things, (a) soliciting proxies; (b) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Issuer, subject to limited exceptions; (c) beneficially owning more than 9.9% of

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5 (a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 59,513,087 Shares outstanding as of November 30, 2023, as disclosed in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on December 4, 2023. A. Ancora Merlin (a) As of the date hereof, Ancora Merlin beneficially owned directly 33,104 Shares, including 5,000 Shares underlying certain call options. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,104 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,104 B. Ancora Merlin Institutional (a) As of the date hereof, Ancora Merlin Institutional beneficially owned directly 349,693 Shares, including 55,000 Shares underlying certain call options. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 349,693 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 349,693 C. Ancora Catalyst (a) As of the date hereof, Ancora Catalyst beneficially owned directly 33,595 Shares, including 5,400 Shares underlying certain call options. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,595 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,595 D. Ancora Catalyst Institutional (a) As of the date hereof, Ancora Catalyst Institutional beneficially owned directly 345,833 Shares, including 54,600 Shares underlying certain call options. 16 CUSIP No. 393222104 Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 345,833 3. Sole power to dispose or dire

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