Sec Form 4 Filing - Seaberg Karen @ MGP INGREDIENTS INC - 2023-06-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Seaberg Karen 2. Issuer Name and Ticker or Trading Symbol MGP INGREDIENTS INC [ MGPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 20073 266TH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2023 (Street) ATCHISON, KS66002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2023 09/05/2023 Common Stock ( 1 ) ( 2 ) ( 1 ) 1 I By Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2023 09/05/2023 Common Stock ( 1 ) ( 3 ) ( 1 ) 1 I By Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2024 09/05/2024 Common Stock ( 1 ) ( 2 ) ( 1 ) 1 I By Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2024 09/05/2024 Common Stock ( 1 ) ( 3 ) ( 1 ) 1 I By Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2025 09/05/2025 Common Stock ( 1 ) ( 2 ) ( 1 ) 1 I By Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) ( 1 ) 06/07/2023 J( 1 ) 1 09/05/2025 09/05/2025 Common Stock ( 1 ) ( 3 ) ( 1 ) 1 I By Cray MGP Holdings LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seaberg Karen 20073 266TH ROAD ATCHISON, KS66002 X X Signatures /s/ Karen Seaberg 06/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On June 7, 2023, Cray MGP Holdings LP and Cray Management entered into separate redemption agreements with two of the limited partners of Cray MGP Holdings, LP. Among other things, each agreement obligates Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a currently indeterminable number of shares of the Issuer's common stock (the "Future Closing Shares") in three installments on specified dates (September 5, 2023, September 5, 2024 and September 5, 2025). In exchange for assuming these obligations, Cray MGP Holdings, LP is obligated to redeem, on September 5, 2023, all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP. Cray MGP Holdings LP and Cray Management retained dividend and voting rights in the Future Closing Shares until the applicable delivery date. ( 2 )The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date. ( 3 )The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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