ALICO, INC. — Director's Dealing 2019

Jan 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALICO INC (alco)
CIK: 0000003545
Period of Report: 2019-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-15	Alico, Inc., Common Stock, Par Value $1.00	A	1450	$29.75	Acquired	162212	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Option to Purchase Common Stock	$27.15	A	300000	Acquired	2021-12-31	Alico, Inc., Common STock, Par Value $1.00 (300000)	Direct
2018-09-07	Option to Purchase Common Stock	$33.6	A	210000	Acquired	2026-12-31	Alico, Inc., Common Stock, Par Value $1.00 (210000)	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	137752	Indirect
Alico, Inc., Common Stock, Par Value $1.00	191060	Indirect
Alico, Inc., Common Stock, Par Value $1.00	20000	Indirect

Footnotes

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

F2: Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 213,220 shares of the Company's Common Stock directly held by the Reporting Person and 213,220 shares of the Company's Common Stock directly held by RCF Legacy 2014 LLC pursuant to a domestic relations order, settlement of these transfers is pending as of the date hereof. The Reporting Person no longer reports as beneficially owned any securities transferred pursuant to such domestic relations order.

F3: Represents shares owned by 734 Investors, LLC ("734 Investors"). 734 Agriculture, LLC ("734 Agriculture") is the managing member of 734 Investors. Pursuant to a stipulated status quo order agreed to by the parties to a lawsuit in the Delaware Court of Chancery captioned In re 734 Investors, LLC Litigation, Consol. C.A. No. 2018-0844-JTL, 734 Agriculture may not take any actions outside of the ordinary course of business of 734 Investors without the consent of two-thirds of the membership interests of 734 Investors, including exercising any voting rights with respect to any shares of the Issuer's Common Stock beneficially owned by 734 Investors. The Reporting person and George R. Brokaw are members of 734 Agriculture. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors except to the extent of his pecuniary interest therein.

F4: These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC. Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.

F5: Delta Offshore Master II, LTD (the "Fund") owns 191,060 shares of the Company's Common Stock, Trafelet & Company LLC ("TC") serves as the general partner of the investment manager to the Fund that exercises voting and investment control over securities held for the accounts of the Fund. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for 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.

F6: George R. Brokaw has entered into an agreement with 734 Investors, to vote his shares as directed by 734 Investors. As noted in footnote 3, 734 Agriculture, is the managing member of 734 Investors, and Mr. Trafelet and George R. Brokaw are members of 734 Agriculture.

F7: 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-day trading period exceeds $60.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $75.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $90.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $105.00.

F8: 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-day trading period exceeds $35.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $50.00.