ALICO, INC. — Director's Dealing 2018

Oct 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Brokaw George R (Director, Executive Vice Chairman)

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	524795	$34	Disposed	3180662	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Alico, Inc., common Stock, Par Value $1.00	138093	Direct
Alico, Inc., Common Stock, Par Value $1.00	270882	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$27.15	2026-12-31	Alico, Inc., Common Stock, Par Value $1.00 (187500)	225000	Direct

Footnotes

F1: Represents sale of shares to Issuer pursuant to an issuer tender offer exempt under Rule 16b-3. On Oct. 4, 2018, Issuer announced that Issuer's tender offer expired at the end of day on Oct. 3, 2018 and was oversubscribed and that the preliminary proration factor, which may be modified, was approximately 14.16%. The number of shares shown as sold is based on application of this preliminary proration factor. The final number of shares to be purchased pursuant to Issuer's tender offer by applying the final proration factor will be announced following the completion of such determinations by the depositary. Upon such final announcement, if the actual number of shares purchased by Issuer that are to be reported by the Reporting Person is different from what is reported in this filing, the Reporting Person will file an amendment to the Form 4 reporting the updated number of shares sold in the tender offer and the updated remaining number of beneficially owned thereafter.

F2: Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investor, LLC. The Reporting Person and Remy W. Trafelet 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: Delta Offshore Master II, LTD (the "Fund") owns 270,882 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. Brokaw may be deemed to have indirect beneficial ownership for the shares reported herein based on his relationship with TBCM. Mr. Brokaw disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.

F4: Represents the forfeiture of stock options granted under the Stock Incentive Plan of 2015 to the reporting person on December 31, 2016 that were eligible to vest based on certain financial performance objectives. On September 4, 2018, the reporting person forfeited 187,500 options.