Sec Form 4 Filing - Sampel James @ ALICO, INC. - 2022-05-24

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 Sampel James 2. Issuer Name and Ticker or Trading Symbol ALICO, INC. [ ALCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) 5386 QUARRY ROCK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2022 (Street) LAKELAND, FL33809 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 Alico, Inc., Common Stock, Par Value $1.00 05/24/2022 M 3,000 A $ 33.96 3,991 D Alico, Inc., Common Stock, Par Value $1.00 05/24/2022 S 3,000 D $ 42 991 D

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 Employee stock option (right to buy) $ 33.96 05/24/2022 M 3,000 ( 1 )( 2 ) 12/31/2026 Common Stock 3,000 $ 0 9,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sampel James 5386 QUARRY ROCK ROAD LAKELAND, FL33809 Chief Information Officer Signatures James Sampel 05/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options, representing the right to purchase a total of 12,000 shares, vest as follows: (i) 25% of the options will vest if the price of the Companys common stock during a consecutive 20-day trading period exceeds $35.00; (ii) 25% of the options will vest if the price of the Companys common stock during a consecutive 20-day trading period exceeds $40.00; (iii) 25% of the options will vest if the price of the Companys common stock during a consecutive 20-day trading period exceeds $45.00 and (iv) 25% of the options will vest if the price of the Companys common stock during a consecutive 20-day trading period exceeds $50.00, in each case subject to (x) the reporting person executing the Companys incentive stock option agreement and (y) the reporting persons continued employment or service with the Company on the applicable vesting date or such date as set forth in the incentive stock option agreement. ( 2 )Due to the 1000 character limit, Footnote 2 is a continuation of Footnote 1: Of the options mentioned in the preceding sentence, options representing the right to purchase 3,000 shares became exercisable on January 27, 2020; and the exercise of the options representing the right to purchase such 3,000 shares is reflected in the transaction reported in this Form 4 filing. Any of the remaining 9,000 options not vested on or before December 31, 2022 shall be forfeited.

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).

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