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
                                                                                  
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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 *

ADAMS FRED R JR
2. Issuer Name and Ticker or Trading Symbol

CAL-MAINE FOODS INC [ CALM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

P.O. BOX 2960
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2018
(Street)

JACKSON, MS 39207
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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
Class A Common Stock   8/14/2018     J (1)   V 96480   D $0   0   I   By wife   (2)
Common Stock   8/14/2018     J (1)   V 96480   A $0   1171375   I   By wife   (2)
Common Stock   8/14/2018     G   V 61036   D $0   1110339   I   By wife   (2)
Common Stock   8/14/2018     G   V 61036   D $0   9946321   D    
Common Stock   8/14/2018     G (3)   V 6633720   D $0   3312601   D    
Common Stock   8/14/2018     G (4)   V 3312601   D $0   0   D    
Common Stock   8/14/2018     G (4)   V 3312601   A $0   3312601   I   By a revocable trust  
Common Stock   8/14/2018     G (3)   V 6633720   A $0   6633720   I   By a family LLC  
Class A Common Stock   8/14/2018     G (3)   V 3487192   D $0   0   D    
Class A Common Stock   8/14/2018     G (3)   V 3487192   A $0   3487192   I   By a family LLC  
Common Stock                  618308.388   I   By KSOP   (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

Explanation of Responses:
(1)  Represents a tax free exchange of shares in conjunction with estate planning.
(2)  Mr. Adams disclaims beneficial ownership of all securities held by his wife, Jean Reed Adams, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.
(3)  Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit, which securities were then transferred to a family-owned limited liability company.
(4)  Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit. Mrs. Adams is co-trustee of the trust.
(5)  Represents current allocation under KSOP.

Remarks:
As previously described in the Issuer's Proxy Statement filed with the SEC on June 25, 2018 related to its special meeting of stockholders held on July 20, 2018 (the "Special Meeting"), the Reporting Persons and certain family members entered into an Amended and Restated Memorandum of Understanding and certain other agreements relating to transactions in the Issuer's securities (the "Transactions") designed to facilitate estate planning for Mr. Adams, the Issuer's founder and Chairman Emeritus. This Form 4 reflects the impact of the Transactions on the Reporting Persons' beneficial ownership of the Issuer's securities, which Transactions were consummated effective August 14, 2018 following the approval of charter amendments by the Issuer's stockholders at the Special Meeting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ADAMS FRED R JR
P.O. BOX 2960
JACKSON, MS 39207

X

Adams Jean Morris
P.O. BOX 2960
JACKSON, MS 39207

X


Signatures
Robert L. Holladay, Jr., on behalf of Jean Morris Adams and Adolphus B. Baker as Co-Conservators of Fred R. Adams, Jr., pursuant to a power of attorney 8/24/2018
** Signature of Reporting Person Date

Robert L. Holladay, Jr., on behalf of Jean Morris Adams, pursuant to a power of attorney 8/24/2018
** 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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