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ALICO, INC. Director's Dealing 2015

Jan 5, 2015

33480_dirs_2015-01-05_51d2f9ee-fc1c-41ec-909f-d6ea0b863730.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALICO INC (Alco)
CIK: 0000003545
Period of Report: 2015-01-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-02 Alico, Inc., Common Stock, Par Value $1.00 P 4894 $49.9398 Acquired 60181 Indirect
2015-01-05 Alico, Inc., Common Stock, Par Value $1.00 A 562 $50.03 Acquired 3891 Direct

Holdings (Non-Derivative)

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

Footnotes

F1: On January 2, 2015, Delta Offshore Master II, LTD (the "Fund") purchased 4,894 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TBCM") 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 of 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 precuniary interest therein.

F2: These shares were issued under the 2013 Incentive Equity Plan.

F3: 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 the 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 precuniary interest therein.

F4: 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 3, 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. Mr. Trafelet disclaims beneficial ownership of the Company's Common Stock held by George R. Brokaw except to the extent of his precuniary interest therein.