ALICO, INC. — Director's Dealing 2018

Oct 10, 2018

SEC Form 4/A — Form 4/A

Issuer: ALICO INC (ALCO)
CIK: 0000003545
Period of Report: 2018-10-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-03	Alico, Inc., Common Stock, Par Value $1.00	S	525052	$34	Disposed	3180405	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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
Alico, Inc., Common Stock, Par Value $1.00	372701	Direct

Holdings (Derivative)

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

Footnotes

F1: This Form 4 amendment is filed to report the updated number of shares of Common Stock accepted by and sold to the Issuer pursuant to an issuer tender offer exempt under Rule 16b-3 as a result of the final proration factor for the issuer's tender offer being different from the previously reported preliminary proration factor. The final proration factor for the Issuer's tender offer is 14.17%

F2: Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investors, 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 an earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip"). 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 the Reporting Person to vote his shares as directed by the Reporting Person. The Reporting Person disclaims beneficial ownership of the Company's Common Stock held by George R. Brokaw except to the extent of its pecuniary interest therein.

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.