ALICO, INC. — Director's Dealing 2015

Oct 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALICO INC (alco)
CIK: 0000003545
Period of Report: 2015-10-06

Reporting Person: TRAFELET REMY W (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-06	Alico, Inc., Common Stock, Par Value $1.00	A	691	$40.71	Acquired	345940	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Alico, Inc., Common Stock, Par Value $1.00	340197	Indirect
Alico, Inc., Common Stock, Par Value $1.00	258547	Indirect
Alico, Inc., Common Stock, Par Value $1.00	3705457	Indirect
Alico, Inc., Common Stock, Par Value $1.00	20000	Indirect

Footnotes

F1: These shares were issued under the Stock Incentive Plan of 2015. On August 20, 2015, 37,892 shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip Citrus").

F2: On August 20, 2015, 37,892 shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip Citrus"). Mr. Trafelet is the sole beneficiary of a trust, RCF 2014 Legacy LLC. Mr. Trafelet disclaims beneficial ownership of the shares held by such trust except to the extent of his pecuniary interest therein.

F3: Delta Offshore Master II, LTD (the "Fund") owens 258,547 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TCBM") serves as investment manager to the Fund, and in such capacity, exercises voting and investment control over securities held for the accounts of the Fund. Trafelet & Company, LLC ("TC") serves as the general partner of TBCM. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for the shares reported herein. Mr. Trafelet disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.

F4: On November 19, 2013, 734 Investors, LLC purchased 3,705,457 shares of the Company's Common Stock. 734 Agriculture, LLC is the managing member of 734 Investors, LLC. Mr. Trafelet and George R. Brokaw are members of 734 Agriculture, LLC. Mr. Trafelet disclaims beneficial ownership of the Company's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.

F5: George R. Brokaw has entered into an agreement with 734 Investors, LLC to vote his shares as directed by 734 Investors, LLC. As noted in footnote 4, 734 Agriculture, LLC is the managing member of 734 Investors, LLC and Mr. Trafelet and George R. Brokaw are the members of 734 Agriculture, LLC.