(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Arlon
Valencia Holdings LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
747,921
(1)
|
8
|
Shared
Voting Power
-0-
|
9
|
Sole
Dispositive Power
747,921
(1)
|
10
|
Shared
Dispositive Power
-0-
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
OO
(Limited Liability Company)
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Arlon
Food and Agriculture Partners LP
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
747,921
(1)
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
747,921
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
PN
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Arlon
Food and Agriculture Associates LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
747,921
(1)
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
747,921
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
OO
(Limited Liability Company)
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Arlon
Food and Agriculture Holdings LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
747,921
(1)
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
747,921
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
OO
(Limited Liability Company)
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Continental
Grain Company
|
2
|
Check
the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
747,921
(1)
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
747,921
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
CO
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
1
|
Name
of Reporting Person
Paul
J. Fribourg
|
2
|
Check
the Appropriate Box if a Member of a Group
(A): ☐
(B): þ
|
3
|
SEC
Use Only
|
4
|
Source
of Funds
Not
Applicable
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
747,921
(1)
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
747,921
(1)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
747,921
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.9%
(2)
|
14
|
Type
of Reporting Person
IN
|
|
(1)
|
The
information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The
percentage of shares of Common Stock was determined using a denominator of 7,526,004 shares
of Common Stock outstanding, calculated on the basis of 7,526,004 shares of Common Stock
outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q, filed on August 5, 2021.
|
CUSIP No.: 016230 10-4
This Amendment No. 5 (this “Amendment
No. 5”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”)
on November 29, 2018 (the “Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on December 7, 2018, Amendment
No. 2 filed with the SEC on February 13, 2019, Amendment No 3 filed with the SEC on October 17, 2019 and Amendment No. 4 filed with the
SEC on November 12, 2019 by 734 Investors, LLC, a Delaware limited liability company, Arlon Valencia Holdings LLC, a Delaware limited
liability company (“Arlon”), Arlon Food and Agriculture Partners LP, a Delaware limited partnership (“AFAP”),
Arlon Food and Agriculture Associates LLC, a Delaware limited liability company (“AFAA”), Arlon Food and Agriculture
Holdings LLC, a Delaware limited liability company (“AFAH”), Continental Grain Company, a Delaware corporation (“CGC”),
and Paul J. Fribourg (collectively, together with Arlon, AFAP, AFAA, AFAH and CGC, the “Reporting Persons”). The Reporting
Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, although neither the fact of this filing nor anything contained herein shall
be deemed to be an admission by the Reporting Persons that a group exists. Except as indicated in this Amendment No. 5, all other information
as to the Reporting Persons set forth in the Schedule 13D remains unchanged, and capitalized terms used herein that are not defined herein
have the same meanings set forth in the Schedule 13D.
|
ITEM 4.
|
Identity and Background.
|
Item 4 of the Schedule 13D is hereby amended
and supplemented as follows:
September 2021 Sales
Between September 8, 2021 and September 27, 2021,
Arlon sold an aggregate of 83,000 shares of Common Stock in open market transactions at a weighted average price of approximately $35.61
per share.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), 5(b) and 5(c) of the Schedule 13D
are hereby amended and restated in their entirety as follows:
(a) Unless
otherwise indicated, percentage interest calculations for each Reporting Person are based on 7,526,004 shares of Common Stock outstanding,
calculated on the basis of 7,526,004 shares of Common Stock outstanding as of August 3, 2021, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q, filed on August 5, 2021.
Arlon
The aggregate number of shares of Common Stock
beneficially owned by Arlon pursuant to Rule 13d-3 of the Act is 747,921, which constitutes approximately 9.9% of the outstanding shares
of Common Stock.
AFAP
As the managing member of Arlon, AFAP may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 747,921 shares of Common Stock, which constitutes approximately 9.9%
of the outstanding shares of Common Stock. AFAP disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to
the extent of its pecuniary interest therein.
AFAA
As the general partner of AFAP, AFAA may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 747,921 shares of Common Stock, which constitutes approximately 9.9%
of the outstanding shares of Common Stock. AFAA disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to
the extent of its pecuniary interest therein.
AFAH
As the managing member of AFAA, AFAH may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 747,921 shares of Common Stock, which constitutes approximately 9.9%
of the outstanding shares of Common Stock. AFAH disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to
the extent of its pecuniary interest therein.
CUSIP No.: 016230 10-4
CGC
As the managing member of AFAH, CGC may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 747,921 shares of Common Stock, which constitutes approximately 9.9%
of the outstanding shares of Common Stock. CGC disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the
extent of its pecuniary interest therein.
Mr. Paul J. Fribourg
Individually and as Chairman, Chief Executive
Officer and President of CGC, Mr. Paul Fribourg may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 747,921
shares of Common Stock, which constitutes approximately 9.9% of the outstanding shares of Common Stock. Mr. Fribourg disclaims beneficial
ownership of any shares of Common Stock held by Arlon, except to the extent of his pecuniary interest therein.
Except as described in this Item 5(a), no person
listed in Item 2 of this Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.
(b) The
power to vote or to direct the vote of shares of Common Stock described in this Item 5(b) is subject to the restrictions described in
Item 6, which is incorporated by reference herein.
Arlon
Arlon has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 747,921 shares of Common Stock.
AFAP
In its capacity as the managing member of Arlon,
AFAP may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 747,921 shares
of Common Stock.
AFAA
In its capacity as the general partner of AFAP,
AFAA may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 747,921 shares
of Common Stock.
AFAH
In its capacity as the managing member of AFAA,
AFAH may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 747,921 shares
of Common Stock.
CGC
In its capacity as the managing member of AFAH,
CGC may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 747,921 shares
of Common Stock.
Mr. Paul J. Fribourg
In his capacity as Chairman, Chief Executive Officer
and President of CGC, Mr. Paul J. Fribourg may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 747,921 shares of Common Stock.
Except as described in this Item 5(b), no person
listed in Item 2 of the Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.
(c) Between September 8, 2021 and September 27,
2021, Arlon sold an aggregate of 83,000 shares of Common Stock in open market transactions at a weighted average price of approximately
$35.61 per share.
Except as described in this Schedule 13D, to the
knowledge of any of the Reporting Persons, no other transactions in the Common Stock were effected by any of the Reporting Persons or
any of the entities or persons named in Item 2 hereto during the 60 days prior to the date of this Schedule 13D.
|
ITEM 7.
|
Material to be Filed as Exhibits.
|
Exhibit A – Agreement pursuant to Rule 13d-1(k).
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 29, 2021
|
ARLON VALENCIA HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE PARTNERS LP
|
|
|
|
By:
|
Arlon Food and Agriculture Associates LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE ASSOCIATES LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
CONTINENTAL GRAIN COMPANY
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Senior Vice President – Finance and Treasurer
|
|
|
|
|
PAUL J. FRIBOURG
|
|
|
|
/s/ Paul J. Fribourg
|
EXHIBIT A
AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree as follows:
(i) Each
of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of
each of them; and
(ii) Each
of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: November 14, 2019
|
734 INVESTORS, LLC
|
|
|
|
By:
|
Arlon Valencia Holdings LLC
|
|
Its:
|
Managing Member
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON VALENCIA HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE PARTNERS LP
|
|
|
|
By:
|
Arlon Food and Agriculture Associates LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE ASSOCIATES LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
CONTINENTAL GRAIN COMPANY
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Senior Vice President – Finance and Treasurer
|
|
|
|
|
PAUL J. FRIBOURG
|
|
|
|
By:
|
/s/ Paul J. Fribourg
|
11