GPRE Green Plains Inc

*This Series Q is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series R is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series S is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

*This Series T is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the Common Stock, $0.001 par value (the “Shares”) of Green Plains, Inc., an Iowa corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1811 Aksarben Drive, Omaha, Nebraska, 68106.

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to the Joint Filing Agreement as further described in Item 6 below. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora Inc., Ancora Holdings and Ancora SPC H. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of the Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora Inc., Inverness Holdings, Ancora Holdings and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as the investment advisor to the Ancora Advisors SMAs. The principal business of Ancora Alternatives is serving as the general partner of each of the Ancora LP Funds and as the investment advisor of each of the Ancora Funds and the Ancora Alternatives SMA. The principal business of Ancora Family Wealth is serving as investment advisor to the Ancora Family Wealth SMAs. The principal business of Ancora Inc. is serving as the sole member of Ancora Advisors. The principal business of Inverness Holdings is serving as the sole member of Ancora Family Wealth. The principal business of Ancora Holdings is serving as the sole member of each of Ancora Alternatives and Inverness Holdings, and as the sole shareholder of Ancora Inc. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Other than as disclosed below, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

(f)       Mr. DiSanto is a citizen of the United States of America.

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA, Ancora Alternatives SMA and the Ancora Family Wealth SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 25,314 Shares owned directly by Ancora Merlin is approximately $842,251, including brokerage commissions. The aggregate purchase price of the 288,742 Shares owned directly by Ancora Merlin Institutional is approximately $9,604,765, including brokerage commissions. The aggregate purchase price of the 25,694 Shares owned directly by Ancora Catalyst is approximately $855,363, including brokerage commissions. The aggregate purchase price of the 288,358 Shares owned directly by Ancora Catalyst Institutional is approximately $9,590,813, including brokerage commissions. The aggregate purchase price of the 423,219 Shares owned directly by Ancora SPV Q is approximately $14,049,707, including brokerage commissions. The aggregate purchase price of the 412,426 Shares owned directly by Ancora SPV R is approximately $13,696,533, including brokerage commissions. The aggregate purchase price of the 415,008 Shares owned directly by Ancora SPV S is approximately $13,845,744, including brokerage commissions. The aggregate purchase price of the 398,954 Shares owned directly by Ancora SPV T is approximately $13,426,549, including brokerage commissions. The aggregate purchase price of the 878,381 Shares owned directly by Ancora SPC H is approximately $29,237,512, including brokerage commissions.

The aggregate purchase price of the 448,127 Shares held in the Ancora Advisors SMAs are approximately $14,659,964, including brokerage commissions. The aggregate purchase price of the 100,202 Shares held in the Ancora Alternatives SMA is approximately $3,237,717, including brokerage commissions. The aggregate purchase price of the 3,504 Shares held in the Ancora Family Wealth SMAs is approximately $114,302, including brokerage commissions.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported owned by each person named herein is based upon 53,650,852 Shares outstanding as of August 9, 2021, as disclosed in the Issuer’s final prospectus filed on Form 424B5 on August 6, 2021 with the SEC.

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.6%

Percentage: Less than 1%

Percentage: Approximately 6.1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 6.9%

Percentage: Approximately 6.9%

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

On August 9, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Ancora Catalyst Institutional has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Ancora Catalyst Institutional Swaps”) that constitute economic exposure to an aggregate of 171,940 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of July 6, 2023. The Ancora Catalyst Institutional Swaps provide Ancora Catalyst Institutional with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Ancora Catalyst Institutional Swaps (such shares, the “Ancora Catalyst Institutional Subject Shares”). Ancora Catalyst Institutional does not have the right to convert the Ancora Catalyst Institutional Swaps into Shares at any time. Taking into account the Ancora Catalyst Institutional Subject Shares, Ancora Catalyst Institutional has economic exposure to an aggregate of 460,298 Shares, representing less than 1% of the outstanding Shares.

Ancora Catalyst has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Ancora Catalyst Swaps”) that constitute economic exposure to an aggregate of 15,560 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of July 6, 2023. The Ancora Catalyst Swaps provide Ancora Catalyst with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Ancora Catalyst Swaps (such shares, the “Ancora Catalyst Subject Shares”). Ancora Catalyst does not have the right to convert the Ancora Catalyst Swaps into Shares at any time. Taking into account the Ancora Catalyst Subject Shares, Ancora Catalyst has economic exposure to an aggregate of 41,254 Shares, representing less than 1% of the outstanding Shares.

Ancora Merlin Institutional has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Ancora Merlin Institutional Swaps”) that constitute economic exposure to an aggregate of 172,315 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of July 6, 2023. The Ancora Merlin Institutional Swaps provide Ancora Merlin Institutional with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Ancora Merlin Institutional Swaps (such shares, the “Ancora Merlin Institutional Subject Shares”). Ancora Merlin Institutional does not have the right to convert the Ancora Merlin Institutional Swaps into Shares at any time. Taking into account the Ancora Merlin Institutional Subject Shares, Ancora Merlin Institutional has economic exposure to an aggregate of 461,057 Shares, representing less than 1% of the outstanding Shares.

Ancora Merlin has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Ancora Merlin Swaps”) that constitute economic exposure to an aggregate of 15,185 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of July 6, 2023. The Ancora Merlin Swaps provide Ancora Merlin with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Ancora Merlin Swaps (such shares, the “Ancora Merlin Subject Shares”). Ancora Merlin does not have the right to convert the Ancora Merlin Swaps into Shares at any time. Taking into account the Ancora Merlin Subject Shares, Ancora Merlin has economic exposure to an aggregate of 40,499 Shares, representing less than 1% of the outstanding Shares.

Each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional and Ancora Catalyst purchased American-style put options referencing an aggregate of 9,200 Shares, 800 Shares, 9,100 Shares and 900 Shares, respectively, which have an exercise price of $27 per Share, and which expire on January 21, 2022, as further described on Schedule B hereto.

Each of Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst and Ancora Alternatives SMA purchased American-style put options referencing an aggregate of 38,300 Shares, 36,700 Shares, 36,200 Shares, 37,600 Shares, 14,500 Shares, 1,300 Shares, 12,600 Shares, 1,100 Shares and 10,200 Shares, respectively, which have an exercise price of $22 per Share, and which expire on May 20, 2022, as further described on Schedule B hereto.

Each of Ancora SPC H, Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora Alternatives SMA and Ancora Advisors SMA purchased American-style put options referencing an aggregate of 21,300 Shares, 15,700 Shares, 15,300 Shares, 13,700 Shares, 3,300 Shares, 44,200 Shares, 4,000 Shares, 46,400 Shares, 4,300 Shares, 2,700 Shares and 30,200 Shares, respectively, which have an exercise price of $25 per Share, and which expire on May 20, 2022, as further described on Schedule B hereto.

Each of Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional and Ancora Catalyst purchased American-style put options referencing an aggregate of 7,500 Shares, 7,000 Shares, 8,700 Shares, 27,000 Shares, 7,100 Shares, 600 Shares, 7,100 Shares and 600 Shares, respectively, which have an exercise price of $20 per Share, and which expire on November 18, 2022, as further described on Schedule B hereto.

Each of Ancora SPC H, Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst and Ancora Advisors SMA purchased American-style put options referencing an aggregate of 68,800 Shares, 35,900 Shares, 34,400 Shares, 29,900 Shares, 24,300 Shares, 2,200 Shares, 24,400 Shares, 2,200 Shares and 121,100 Shares, respectively, which have an exercise price of $23 per Share, and which expire on November 18, 2022, as further described on Schedule B hereto.

Each of Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst and Ancora Alternatives SMA purchased American-style put options referencing an aggregate of 50,500 Shares, 49,900 Shares, 52,600 Shares, 88,100 Shares, 48,300 Shares, 4,000 Shares, 43,000 Shares, 3,500 Shares and 43,200 Shares, respectively, which have an exercise price of $20 per Share, and which expire on December 16, 2022, as further described on Schedule B hereto.

Each of Ancora SPC H, Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst and Ancora Advisors SMA purchased American-style put options referencing an aggregate of 78,800 Shares, 45,100 Shares, 43,200 Shares, 39,000 Shares, 7,700 Shares, 65,100 Shares, 5,800 Shares, 70,200 Shares, 6,200 Shares and 128,100 Shares, respectively, which have an exercise price of $22 per Share, and which expire on December 16, 2022, as further described on Schedule B hereto.

Each of Ancora SPC H, Ancora SPV Q, Ancora SPV R, Ancora SPV S, Ancora SPV T, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional and Ancora Catalyst purchased American-style put options referencing an aggregate of 8,200 Shares, 18,400 Shares, 18,200 Shares, 21,400 Shares, 23,700 Shares, 16,700 Shares, 1,300 Shares, 16,600 Shares and 1,500 Shares, respectively, which have an exercise price of $25 per Share, and which expire on December 16, 2022, as further described on Schedule B hereto.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 9, 2021

SCHEDULE A

Directors and Officers of Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio H

Directors and Officers of The Ancora Group Inc. and Ancora Holdings Inc.

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

ANCORA MERLIN, LP

ANCORA MERLIN INSTITUTIONAL, LP

ANCORA CATALYST, LP

ANCORA CATALYST INSTITUTIONAL, LP

ANCORA CATALYST SPV I LP – SERIES Q