Statement of Changes in Beneficial Ownership (4)

Date : 10/17/2018 @ 9:16PM
Source : Edgar (US Regulatory)
Stock : Alico Inc (ALCO)
Quote : 32.0  -1.5 (-4.48%) @ 9:43PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TRAFELET REMY W
2. Issuer Name and Ticker or Trading Symbol

ALICO INC [ ALCO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O TRAFELET BROKAW CAPITAL MANAGEMENT,, 410 PARK AVENUE, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/4/2018
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Alico, Inc., Common Stock, Par Value $1.00   10/4/2018     A    1281   (1) A $33.67   373982   (1) D    
Alico, Inc. Common Stock, Par Value $1.00                  3180405   I   By 734 Investors, LLC   (2)
Alico, Inc., Common Stock, Par Value $1.00                  350972   I   By RCF 2014   (3)
Alico, Inc., Common Stock, Par Value $1.00                  270882   I   By Delta Offshore Master II, LTD   (4)
Alico, Inc., Common Stock, Par Value $1.00                  20000   I   By George R. Brokaw   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock   $33.6                    9/7/2018   (6) 12/31/2026   Alico, Inc., Common Stock, Par Value $1.00   210000   (6)   510000   D    

Explanation of Responses:
(1)  These shares were granted under the Stock Incentive Plan of 2015.
(2)  Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investor, LLC. The Reporting Person and George R. Brokaw are members of 734 Agriculture, LLC. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.
(3)  These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip Citrus"). Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.
(4)  Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TCBM") serves as investment manager to the Fund, and in such capacity, exercises voting and investment control over securities held for the accounts of the Fund. Trafelet & Company, LLC ("TC") serves as the general partner of TBCM. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for the shares reported herein. Mr. Trafelet disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.
(5)  George R. Brokaw has entered into an agreement with 734 Investors, LLC to vote his shares as directed by 734 Investors, LLC. As noted in footnote 4, 734 Agriculture, LLC is the managing member of 734 Investors, LLC and Mr. Trafelet and George R. Brokaw are the members of 734 Agriculture, LLC.
(6)  Represents options granted under the Stock Incentive Plan of 2015. the Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company's common stock during a consecutive 20-trading period exceeds $35.00; (ii) 25% of the options will vest if such price exceeds $40.00; (iii) 25% of the options will vest if such price exceeds $45.00; and (iv) 25% of the options will vest if such price exceeds $50.00.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TRAFELET REMY W
C/O TRAFELET BROKAW CAPITAL MANAGEMENT,
410 PARK AVENUE, 17TH FLOOR
NEW YORK, NY 10022
X X President & CEO

Signatures
Remy W. Trafelet 10/17/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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