Statement of Changes in Beneficial Ownership (4)
August 24 2018 - 9:37AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
*
BAKER ADOLPHUS B
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2. Issuer Name
and
Ticker or Trading Symbol
CAL-MAINE FOODS INC
[
CALM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
P.O. BOX 2960
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/14/2018
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(Street)
JACKSON, MS 39207
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/14/2018
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J
(1)
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V
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96480
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D
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$0
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148776
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D
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Class A Common Stock
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8/14/2018
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J
(1)
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V
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96480
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A
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$0
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1309245
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D
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Class A Common Stock
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8/14/2018
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G
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V
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1309245
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D
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$0
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0
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D
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Class A Common Stock
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8/14/2018
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G
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V
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3563
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D
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$0
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0
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I
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By wife
(2)
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Class A Common Stock
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8/14/2018
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G
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V
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4800000
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A
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$0
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4800000
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I
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By a family LLC
(3)
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Common Stock
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8/14/2018
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G
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V
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6633720
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A
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$0
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6633720
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I
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By a family LLC
(4)
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Common Stock
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233320
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I
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By wife
(2)
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Common Stock
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146199
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I
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By KSOP
(5)
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Common Stock
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4813.12
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I
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By wife's KSOP
(2)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents a tax free exchange of shares in conjunction with estate planning.
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(2)
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The reporting person disclaims beneficial ownership of all securities held by his wife, Dinnette Adams Baker, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner for the purposes of Section 16 or any other purpose.
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(3)
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Represents securities transferred to a family-owned limited liability company of which the reporting person is the sole managing member. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held in the family-owned LLC except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.
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(4)
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Represents securities transferred to a family-owned limited liability company of which the reporting person is the sole managing member. The reporting person disclaims beneficial ownership of all Common Stock held in the family-owned LLC except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.
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(5)
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Represents current allocation under KSOP.
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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 Person 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 Person's 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAKER ADOLPHUS B
P.O. BOX 2960
JACKSON, MS 39207
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X
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X
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Chairman, President & CEO
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Signatures
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Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney
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8/24/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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