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ALICO, INC. Director's Dealing 2016

Apr 6, 2016

33480_dirs_2016-04-06_67e53be6-55ed-4977-ac97-0956ba0a0578.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: 2016-04-05

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-04-05 Alico, Inc., Common Stock, Par Value $1.00 A 1019 $27.6 Acquired 358481 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 350972 Indirect
Alico, Inc., Common Stock, Par Value $1.00 270882 Indirect
Alico, Inc., Common Stock, Par Value $1.00 20000 Indirect

Footnotes

F1: 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

F2: These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip Citrus"). Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.

F3: Delta Offshore Master II, LTD (the "Fund") owns 270,882 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: 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 1, 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.