Amended Statement of Beneficial Ownership (sc 13d/a)
May 17 2022 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
RiceBran Technologies |
(Name of Issuer) |
|
Common Stock, No Par Value |
(Title of Class of Securities) |
|
762831204 |
(CUSIP Number) |
|
Michael Mayberry
General Counsel
Continental Grain Company
767 Fifth Avenue
New York, NY 10153
Tel. No.: (212) 207-2898 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
May 12, 2022 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
1(f) or 1(g), check the following box ☐.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Continental Grain Company |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX 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
5,340,161
|
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
5,340,161 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,340,161 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% |
|
14 |
TYPE OF REPORTING PERSON
CO |
|
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 3 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Ari D. Gendason |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
159,637 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
159,637 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,637 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 4 of 5 Pages |
This Amendment No. 10 amends and supplements
the statement on Schedule 13D, dated September 25, 2017, as amended through the date hereof (as so amended, the “Schedule
13D”), and is being filed with the Securities and Exchange Commission by Continental Grain Company, a Delaware corporation
(“CGC”) and Ari D. Gendason (each of the foregoing, a “Reporting Person,” and collectively,
the “Reporting Persons”), relating to the shares of common stock, no par value (“Common
Stock”) of RiceBran Technologies, a California corporation (the “Issuer”).
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D are hereby amended
and restated in their entirety, as follows:
All percentages set forth herein are based on
52,169,146 shares of Common Stock outstanding as of April 29, 2022, as reported in the Issuer’s preliminary proxy statement
filed on May 4, 2022.
(a), (b) See the cover sheets of each of the Reporting
Persons.
The Reporting Persons may be deemed to be a group for the purposes of Section 13(d) of the Exchange Act. This filing shall not constitute
an admission by the Reporting Persons that they are a group for such purpose. The Reporting Persons collectively own 5,499,798
shares
of Common Stock (approximately 10.5% of the total number of shares of Common Stock outstanding).
(c) Information concerning transactions in the
Common Stock effected by the Reporting Persons in the past sixty days is set forth below. All such transactions were effected in the open
market through a broker and all prices per share include commissions.
Date |
Shares Sold |
Price Per Share ($) |
03/25/2022 |
121,232 |
$0.5406 |
03/28/2022 |
300,000 |
$0.4946 |
03/29/2022 |
164,107 |
$0.4640 |
03/30/2022 |
671,661 |
$0.4779 |
03/31/2022 |
166,000 |
$0.4588 |
05/02/2022 |
4,734 |
$0.5130 |
05/03/2022 |
15,100 |
$0.4769 |
05/04/2022 |
88,820 |
$0.4742 |
05/09/2022 |
1,000,000 |
$0.4903 |
05/10/2022 |
710,000 |
$0.5381 |
05/11/2022 |
810,000 |
$0.5500 |
05/12/2022 |
867,253 |
$0.5536 |
05/13/2022 |
240,000 |
$0.5449 |
05/16/2022 |
150,000 |
$0.5967 |
(d) No person other than the Reporting Persons
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities
owned by the Reporting Persons.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 5 of 5 Pages |
SIGNATURES
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.
Dated: May 16, 2022
|
|
CONTINENTAL GRAIN COMPANY |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Frank W. Baier |
|
|
|
|
Name: Frank W. Baier
Title: Chief Financial Officer |
|
|
|
/s/ Ari D. Gendason |
|
|
|
Ari D. Gendason |
|
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