Amended Statement of Beneficial Ownership (sc 13d/a)
March 30 2022 - 7:21AM
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. 6)*
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) |
|
March 25, 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 6 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
10,063,729 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
10,063,729 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,063,729 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4% |
|
14 |
TYPE OF REPORTING PERSON
CO |
|
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 3 of 6 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 6 Pages |
This Amendment No. 6 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 2. Identity and Background.
The information contained in Item 2 of the Schedule
13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being jointly filed by the
following persons (collectively, the “Reporting Persons”):
(i) Continental Grain Company, a Delaware corporation
(“CGC”); and
(ii) Ari D. Gendason, a natural person and citizen
of the United States (“Mr. Gendason”).
The principal business of CGC is agribusiness and
to make investments. Mr. Gendason is Chief Investment Officer of CGC.
The principal business address of the Reporting
Persons and the executive officers and directors of CGC as set forth below is 767 Fifth Avenue, New York, NY 10153. Each of the persons
listed below are citizens of the United States.
Executive Officers and Directors of CGC
Paul J. Fribourg |
|
Chairman, Chief Executive Officer and President |
Michael J. Zimmerman |
|
Vice Chairman |
Frank W. Baier |
|
Chief Financial Officer |
Charles A. Fribourg |
|
Director and Directeur General, Arlon Group S.A., a subsidiary of Continental Grain Company |
Gerald Rosenfeld |
|
Director |
Stephen R. Volk |
|
Director |
Robert Golden |
|
Director and Chief Operating Officer |
Alan Fishman |
|
Director |
Jim D. Manzi |
|
Director |
Pedro Parente |
|
Director |
Dave Peacock |
|
Director |
Sabine Chalmers |
|
Director |
During the past five years, the Reporting Persons
have not, and, to the best of their knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which such person was or is subject to 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.
Item 4. Purpose of Transaction
The response to Item 4 is supplemented by adding
the following:
As previously disclosed, the Reporting Persons
monitor and review their investments in the Issuer on a continuing basis. On March 25, 2022 Continental filed a Notice on Form 144
pursuant to Rule 144(h) under the Securities Act stating its intention to sell up to 2,500,000 share of Common Stock in reliance on Rule
144 under the Securities Act. Sales to date pursuant to such notice are included in Item 5 below.
CUSIP No. 762831204 |
SCHEDULE 13D |
Page 5 of 6 Pages |
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
51,814,425 shares of common stock outstanding as of March 17, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the
period ended December 31, 2021.
(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 10,223,366 shares of Common Stock (approximately 19.7% 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 |
(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 6 of 6 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: March 29, 2022
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CONTINENTAL GRAIN COMPANY |
|
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|
|
|
|
|
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|
|
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By: |
/s/ Frank W. Baier |
|
|
|
|
Name: Frank W. Baier
Title: Chief Financial Officer |
|
|
|
|
/s/ Ari D. Gendason |
|
|
|
|
Ari D. Gendason |
|
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