MGP INGREDIENTS INC — Director's Dealing 2013

May 16, 2013

SEC Form 5/A — Form 5/A

Issuer: MGP INGREDIENTS INC (MGPI)
CIK: 0000835011
Period of Report: 2012-12-31

Reporting Person: Seaberg Karen (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	J	12910	—	Acquired	12910	Indirect
2012-12-21	Common Stock	J	5090	—	Acquired	18000	Indirect
2012-12-30	Common Stock	J	18000	—	Disposed	0	Indirect
2012-12-30	Common Stock	J	2573967	—	Acquired	2573967	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9369	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3908)	3908	Direct

Footnotes

F1: This filing amends a Form 5 dated May 14, 2013 (the "Original Report"), which showed 12,910 shares and 5,090 shares which were acquired as directly owned. The amounts shown as owned after the transactions reported included 9,369 shares previously reported as directly owned. The 12,910 and 5,090 shares acquired were not directly owned, but indirectly beneficially owned through Cray Family Management LLC, of which the Reporting Person has a 1/3 interest and is manager.
This report corrects the amount shown as beneficially owned and the nature of ownership after these two transactions. The report also corrects the date of the transaction shown in table I involving 5,090 shares from 12/12/2012 to 12/21/2012. See the Original Report for additional information.

F2: As indicated in the Original Report, the Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest in such shares.

F3: As reported in the Orignal Report, these shares were contributed to Cray MGP Holdings LP. The amount shown as directly beneficially owned after the transaction was 9,369. The shares contributed were owned of record by Cray Family Management LLC, and the amount that should have been reported as owned indirectly through that entity after the transaction was 0. See the Orignal Report for further information.

F4: Information on this transaction is included in the Original Report. This amendment corrects the nature of ownership from direct to indirect, and the number of shares beneficially owned from 2,583,336 to 2,573,967. The Orignal Report erroneously included 9,369 shares that were directly owned by the Reporting Person.

F5: As indicated in the Original Report, Cray MGP Holdings LP is the record owner of these shares. The Cloud L Cray Gift Trust, whose beneficiaries are descendants of Cloud L. Cray, Jr., the Reporting Person's father, holds a 65% limited partnership interest in Cray MGP Holdings LP which it acquired by gift from Mr. Cray on December 26, 2012. Cray Family Management LLC is a 1% general partner of Cray MGP Holdings LP, and the Reporting Person is a 1/3 member and manager of Cray Family Management LLC. She also is trustee of the Gift Trust.

F6: These restricted stock units were previously reported in a Form 4A filed on December 7, 2012, but were omitted from the Original Report on Form 5 filed on May 14, 2013.

F7: Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock.

F8: The RSUs will vest on June 1, 2015 and the shares will be valued at the closing market price on that date and delivered to the Reporting Person.