ALICO, INC. — Director's Dealing 2018

Oct 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALICO INC (ALCO)
CIK: 0000003545
Period of Report: 2018-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-04	Alico, Inc., Common Stock, Par Value $1.00	A	1281	$33.67	Acquired	373982	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Alico, Inc. Common Stock, Par Value $1.00	3180405	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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$33.6	2026-12-31	Alico, Inc., Common Stock, Par Value $1.00 (210000)	510000	Direct

Footnotes

F1: These shares were granted under the Stock Incentive Plan of 2015.

F2: Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investor, LLC. The Reporting Person and George R. Brokaw are members of 734 Agriculture, LLC. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.

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.

F6: Represents options granted under the Stock Incentive Plan of 2015. the Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company's common stock during a consecutive 20-trading period exceeds $35.00; (ii) 25% of the options will vest if such price exceeds $40.00; (iii) 25% of the options will vest if such price exceeds $45.00; and (iv) 25% of the options will vest if such price exceeds $50.00.