ALICO, INC. — Director's Dealing 2018

Sep 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALICO INC (ALCO)
CIK: 0000003545
Period of Report: 2018-09-04

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-04	Option to Purchase Common Stock	$33.6	A	210000	Acquired	2026-12-31	Alico, Inc. Common Stock (210000)	Direct

Holdings (Non-Derivative)

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

F5: 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 if such price exceeds $35.00; (ii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $40.00; (iii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $45.00; and (iv) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $50.00.