MGP INGREDIENTS INC — Director's Dealing 2013

Jun 10, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

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

Reporting Person: CRAY CLOUD L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	G	36000	—	Disposed	19684	Direct
2012-12-16	Common Stock	G	2555967	—	Disposed	282538	Indirect
2012-12-31	Common Stock	G	17400	—	Disposed	265138	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	347874	Indirect
Common Stock	72000	Indirect
Common Stock	68183	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3908)	3908	Direct
Stock Option	$4.35	2013-12-10	Common Stock (2000)	2000	Direct
Stock Option	$9.09	2014-10-15	Common Stock (2000)	2000	Direct
Stock Option	$10.45	2015-10-14	Common Stock (2000)	2000	Direct

Footnotes

F1: The gift reported was made to family members. Another gift to family members, which was previously reported in a Form 5 dated February 15, 2012, was made from the Reporting Person's revocable trust. The amount shown as directly owned at the end of the period is estimated based on the prior Form 5 report dated February 15, 2012 filed on behalf of the Reporting Person and includes 13,510 unvested restricted stock awards and reflects a reduction from previous reports by 3818 shares that are now reported as held by the Reporting Person's revocable trust.

F2: These shares were contributed to Cray MGP Holdings LP in exchange for a 99% limited partnership interest. Cray Family Management LLC is the general partner of Cray MGP Holdings LP. The Reporting Person's daughter, Karen Seaberg, is the manager of Cray Family Management LLC. The Reporting Person has no ownership interest in Cray Family Management LLC. On December 26, 2012, the Reporting Person donated a 65% limited partnership interest in Cray MGP Holdings LP to the Cloud L. Cray Jr. Gift Trust, whose beneficiaries are the Reporting Person's descendants living from time to time. Karen Seaberg is trustee of the Gift Trust.

F3: Inludes (i) a total of 270,000 shares formerly reported as indirectly beneficially owned through Trusts 8, 9 and 10 (90,000 shares each) and transferred to the Reporting Person's revocable trust on December 17,2012 and (ii) 3,818 shares formerly included in those reported as directly held.

F4: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Common Stock

F5: The RSU 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.