Sec Form 3/A Filing - Lux Paul S. @ MGP INGREDIENTS INC - 2021-04-01

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FORM 3/A
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
Lux Paul S.
2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group
(Last) (First) (Middle)
5050 KEMPER AVENUE,
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
ST. LOUIS, MO63139
4. If Amendment, Date Original Filed (MM/DD/YY)
04/05/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 990,828 I By Paul S. Lux ( 1 )
Common Stock 367,370 I By Michele B, Lux ( 2 )
Common Stock 367,370 I By Christopher E. Erblich ( 3 )
Common Stock 651,189 I By Catherine N. Lux ( 4 )
Common Stock 651,189 I By PandoTree Trust Company, LLC ( 5 )
Common Stock 183,685 ( 6 ) D
Common Stock 183,685 ( 7 ) D
Common Stock 623,458 ( 8 ) D
Common Stock 27,731 ( 9 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lux Paul S.
5050 KEMPER AVENUE
ST. LOUIS, MO63139
X Member of 10% owner group
Lux Michele
5050 KEMPER AVENUE
ST. LOUIS, MO63139
X member of 10% owner group
Erblich Christopher E.
5060 N. 40TH STREET
SUITE 250
PHOENIX, AZ85018
X Member of 10% owner group
Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012
5050 KEMPER AVENUE
ST. LOUIS, MO63139
X Member of 10% owner group
Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012
5050 KEMPER AVENUE
ST. LOUIS, MO63139
X Member of 10% owner group
Lux Catherine N.
5050 KEMPER AVENUE
ST. LOUIS, MO63139
X Member of 10% owner group
PandoTree Trust Company, LLC
212 S. MAIN AVENUE
SUITE 145
SIOUX FALLS, SD57104
X Member of 10% owner group
Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005
212 S. MAIN AVENUE
SUITE 145
SIOUX FALLS, SD57104
X Member of 10% owner group
CNL 2013 Irrevocable Trust dated April 2, 2013
212 S. MAIN AVENUE
SUITE 145
SIOUX FALLS, SD57104
X Member of 10% owner group
Signatures
/s/ Paul S. Lux, individually and as trustee of the co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 10/06/2021
Signature of Reporting Person Date
/s/ Michele B. Lux, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 10/06/2021
Signature of Reporting Person Date
/s/ Christopher E. Erblich, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 10/06/2021
Signature of Reporting Person Date
/s/ Catherine N. Lux, individually and as co-trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and theCNL 2013 Irrevocable Trust dated 4/2/2013 10/06/2021
Signature of Reporting Person Date
/s/ Alyssa M. Rosendahl, Trust Officer of PandoTree Trust Company LLC, co-trustee of theAnn S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and theCNL 2013 Irrevocable Trust dated 4/2/2013 10/06/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Paul S. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux also may be deemed to have a pecuniary interest in an additional 623,458 shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated September 16, 2005. Paul S. Lux is the spouse of Leslie P. Lux.
( 2 )Michele B. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Michele B. Lux is the spouse of Donn S. Lux.
( 3 )Christopher E. Erblich may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012.
( 4 )Catherine N. Lux may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013.
( 5 )PandoTree Trust Company, LLC may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013.
( 6 )These securities are beneficially owned by Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust.
( 7 )These securities are beneficially owned by Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust.
( 8 )These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust.
( 9 )These securities are beneficially owned by CNL 2013 Irrevocable Trust dated April 2, 2013. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust.

Remarks:
This is form 2 of 2. The Reporting Persons included herein and the reporting persons included in the Form 3/A of even date herewith filed by Donn S. Lux and other group members (collectively with the Reporting Persons included herein, the "Lux Reporting Persons") may be demed to be part of a group, due to the entry by such parties into a Shareholders Agreement dated April 1, 2021.Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of their pecuniary interest therein.On April 1, 2021, an aggregate of 5,007,828 shares of the Issuer's common stock were issued to the Lux Reporting Persons pursuant to the closing of transactions contemplated by an Agreement and Plan of Merger by and among the Lux Reporting Persons, the Issuer and other parties. The acquisitions of these shares by the Lux Reporting Persons were reported on Forms 3 filed on April 5, 2021. On September 21, 2021, the final purchase price adjustment was completed, and an additional aggregate of 1,373 shares of the Issuer's common stock were allocated to the Lux Reporting Persons. Pursuant to Dilorenzo v. Murphy, 322 F. Supp. 2d 479 (S.D.N.Y. 2004), these additional shares are deemed acquired as of the date of the closing of the merger, and this Form 3/A reflects the total number of shares acquired by each of the reporting persons.

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