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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001104659-21-046339 0001853861 XXXXXXXX LIVE 4 Common Stock, no par value 04/02/2025 false 0000835011 55303J106 MGP INGREDIENTS INC 100 Commercial Street, Box 130 Atchison KS 66002 Donn S. Lux (314) 422-6813 c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250 Phoenix AZ 85018 Y Luxco 2017 Irrevocable Trust dated 6/19/2017 b OO MO 1613771 7214913 1613771 0 7214913 N 33.9 OO *See Item 5 below Y Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005 b OO MO 771688 7214913 771688 0 7214913 N 33.9 OO *See Item 5 below Y Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST b OO MO 152805 7214913 152805 0 7214913 N 33.9 OO *See Item 5 below Y Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 b OO MO 183685 7214913 183685 0 7214913 N 33.9 OO *See Item 5 below Y Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 b OO MO 183685 7214913 183685 0 7214913 N 33.9 OO *See Item 5 below Y Caroline L. Kaplan Revocable Trust dated 12/16/2009 b OO MD 13731 7214913 13731 0 7214913 N 33.9 OO *See Item 5 below Y Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005 b OO MO 623458 7214913 623458 0 7214913 N 33.9 OO *See Item 5 below Y Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 b OO SD 623458 7214913 623458 0 7214913 N 33.9 OO *See Item 5 below Y CNL 2013 Irrevocable Trust dated 4/2/2013 b OO SD 14731 7214913 14731 0 7214913 N 33.9 OO *See Item 5 below Y Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005 b OO MO 583458 7214913 583458 0 7214913 N 33.9 OO *See Item 5 below Y Lux Children Irrevocable Trust dated 5/24/2012 b OO MO 27731 7214913 27731 0 7214913 N 33.9 OO *See Item 5 below 0001853861 Lux Donn S. b OO X1 2538264 7214913 2538264 0 7214913 N 33.9 IN *See Item 5 below Y Leslie Lux b OO X1 27731 7214913 27731 0 7214913 N 33.9 IN *See Item 5 below Y Paul S. Lux b OO X1 583458 7214913 583458 0 7214913 N 33.9 IN *See Item 5 below Y Caroline Lux Kaplan b OO X1 637189 7214913 637189 0 7214913 N 33.9 OO *See Item 5 below Y Catherine N. Lux b OO X1 0 7214913 0 638189 7214913 N 33.9 OO *See Item 5 below Y TFO Trust Company, LLC b OO SD 0 7214913 0 638189 7214913 N 33.9 OO *See Item 5 below Common Stock, no par value MGP INGREDIENTS INC 100 Commercial Street, Box 130 Atchison KS 66002 Item 2 of Schedule 13D is hereby amended and restated as follows: This statement is being filed by (i) Luxco 2017 Irrevocable Trust dated 6/19/2017, a Missouri trust ("Luxco Trust"), (ii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005, a Missouri trust ("Lux 2005 Donn Trust"), (iii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST, a Missouri trust ("Lux 2005 QSST Trust"), (iv) Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust ("Andrew Trust"), (v) Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust ("Philip Trust"), (vi) Caroline L. Kaplan Revocable Trust dated 12/16/2009, a Maryland trust ("Kaplan Trust"), (vii) Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005, a Missouri trust ("Lux 2005 Caroline Trust"), (viii) Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005, a South Dakota trust ("Lux 2005 Catherine Trust"), (ix) CNL 2013 Irrevocable Trust dated 4/2/2013, a South Dakota trust ("CNL Trust"), (x) Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005, a Missouri trust ("Lux 2005 Paul Trust"), (xi) Lux Children Irrevocable Trust dated 5/24/2012, a Missouri trust ("Children Trust"), (xii) Donn S. Lux, (xiii) Leslie Lux, (xiv) Paul S. Lux, (xv) Caroline Lux Kaplan, (xvi) Catherine N. Lux and (xii) TFO Trust Company, LLC ("TFO") (the foregoing persons are hereinafter referred to collectively as the "Reporting Persons"). As previously disclosed in Amendment No. 2 to this Schedule 13D, Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons and have been removed from this Schedule 13D. Pursuant to SEC rules and applicable interpretations, since they are two of three trustees for each of the Andrew Trust and the Philip Trust, and all decisions concerning the exercise of voting or investment power with respect to the shares of Common Stock that are the subject of this Schedule 13D must be approved by a majority vote of such trustees, the Reporting Persons have determined that Ms. Lux and Mr. Erblich do not have beneficial ownership over any shares of Common Stock. The Andrew Trust and the Philip Trust remain as Reporting Persons. Effective March 29, 2023, the name of PandoTree Trust Company, LLC was changed to TFO Trust Company, LLC. The business addresses of each of the Reporting Persons are as follows: Luxco Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Lux 2005 Donn Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Lux 2005 QSST Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Andrew Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Philip Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Kaplan Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Lux 2005 Caroline Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Lux 2005 Catherine Trust: 212 S. Main Avenue, Suite 145, Sioux Falls, South Datota 57104 CNL Trust: 212 S. Main Avenue, Suite 145, Sioux Falls, South Datota 57104 Lux 2005 Paul Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Children Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Donn S. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Leslie Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Paul S. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Caroline Lux Kaplan: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 Catherine N. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018 TFO Trust Company, LLC: 212 S. Main Avenue, Suite 145, Sioux Falls, SD 57104 The principal business of each of the Reporting Persons that is a trust is to administer the assets of the trust for the benefit of the beneficiaries thereof. The principal business of TFO Trust Company, LLC is to provide trustee services for family trusts. Donn S. Lux is a director of the Issuer and a private investor. Caroline Lux Kaplan and Catherine N. Lux are private investors. Leslie Lux owns and operates an interior design firm. Paul S. Lux is a retired surgeon. During the last 5 years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of Donn S. Lux, Leslie Lux, Paul S. Lux, Caroline Lux Kaplan, and Catherine N. Lux is a citizen of the United States. Item 3 of Schedule 13D is hereby amended and restated as follows: A total of 5,007,828 shares of Common Stock beneficially owned by the Reporting Persons were initially acquired pursuant to an Agreement and Plan of Merger, dated as of January 22, 2021 (the "Merger Agreement"), by and among the Issuer, London HoldCo, Inc. ("HoldCo"), Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC (the "Luxco Companies"), the shareholders of HoldCo, Inc. (the "Sellers"), and Donn S. Lux, as Sellers' Representative. Pursuant to the Merger Agreement, an additional 1,373 shares of Common Stock were issued to the Reporting Persons upon completion of final purchase price adjustments. A total of 2,422,712 shares of Common Stock with respect to which voting power is reported on this Schedule 13D/A are beneficially owned by certain other shareholders of the Issuer (the "Seaberg/Cray Shareholders"), as reported on (i) a Form 13D/A, Amendment No. 11 to Schedule 13D filed on March 18, 2025, by the Seaberg/Cray Shareholders other than Lori S. Mingus and (ii) the following two Form 4 Statements of Changes in Beneficial Ownership filed by Karen Seaberg and by Lori S. Mingus, who is also one of the Seaberg/Cray Shareholders who is a party to the Shareholders Agreement referenced below, on April 2, 2025 (which, while the Reporting Persons had no advance notice of or control over the transactions disclosed therein, were the triggering events for this filing): Filing Person Date of Form 4 Transaction No. of Shares Sold Karen Seaberg 4/1/2025 58,903 Lori S. Mingus 4/1/2025 7,050 The Reporting Persons may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. No material changes. Item 5 of Schedule 13D is hereby amended and restated as follows: As of the date of this filing, the Reporting Persons beneficially own 4,792,201 shares (the "Shares"), or approximately 22.5%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Annual Report on Form 10-K filed by the Issuer on February 26, 2025 for the fiscal year ended December 31, 2024, which reported that 21,270,343 shares of Common Stock were outstanding as of February 21, 2025). The Reporting Persons also may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Seaberg/Cray Shareholders beneficially own an additional 2,422,712 shares of Common Stock, or approximately 11.4% of the outstanding Common Stock of the Issuer, which are included in the "shared voting power" reported on this Schedule 13D/A due to the existence of such group pursuant to the terms of the Shareholders Agreement among the Reporting Persons and the Seaberg/Cray Shareholders. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. Donn S. Lux is the sole trustee of the Lux 2005 Donn Trust and the Lux 2005 QSST Trust and the sole investment trustee of the Luxco Trust. He is no longer the sole family assets trustee of the Lux 2005 Paul Trust, the sole trustee of the Lux 2005 Caroline Trust or a co-trustee of the Children Trust. Accordingly, Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 2,538,264 Shares held by the Luxco Trust, the Lux 2005 Donn Trust and the Lux 2005 QSST Trust. Leslie Lux is the sole trustee of the Children Trust. Accordingly, Leslie Lux may be deemed to hold sole voting and dispositive power with respect to the 27,731 Shares held by the Children Trust. Paul S. Lux is the sole trustee of the Lux 2005 Paul Trust. Accordingly, Paul S. Lux may be deemed to hold sole voting power and dispositive power with respect to the 583,458 Shares held by the Lux 2005 Paul Trust. He is no longer a trustee of the Andrew Trust and the Philip Trust. Caroline Lux Kaplan is the sole trustee of the Kaplan Trust and the Lux 2005 Caroline Trust. Accordingly, Caroline Lux Kaplan may be deemed to hold sole voting power and dispositive power with respect to the 637,189 Shares held by the Kaplan Trust and the Lux 2005 Caroline Trust. Catherine N. Lux is a co-trustee of the Lux 2005 Catherine Trust and the CNL Trust. Accordingly, Catherine N. Lux may be deemed to hold shared voting power and dispositive power with respect to the 638,189 Shares held by the Lux 2005 Catherine Trust and the CNL Trust. TFO Trust Company, LLC is a co-trustee of the Lux 2005 Catherine Trust and the CNL Trust. Accordingly, TFO Trust Company, LLC may be deemed to hold shared voting power and dispositive power with respect to the 638,189 Shares held by the Lux 2005 Catherine Trust and the CNL Trust. Each of the Andrew Trust and the Philip Trust is the beneficial owners of 183,685 Shares. As a result of the entry into the Shareholders' Agreement, each of the Reporting Persons could be deemed to have shared voting power over the 2,422,712 Shares held by the Seaberg/Cray Shareholders and, additionally, to beneficially own all those Shares. However, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above. Except as set forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person. The following transactions in the Common Stock were effected during the past 60 days by the Reporting Persons: As reported in a Form 4 - Statement of Changes in Beneficial Ownership filed by Donn S. Lux on March 12, 2025, the Luxco Trust sold an aggregate of 80,621 shares at prices ranging from $31.115 to $32.114, inclusive (weighted average price of $31.4990 per share) on March 11, 2025. As reported in a Form 4 - Statement of Changes in Beneficial Ownership filed by Donn S. Lux on March 12, 2025, the Luxco Trust also sold an aggregate of 19,379 shares at prices ranging from $32.115 to $32.715, inclusive (weighted average price of $32.3547 per share) on March 11, 2025. Not applicable. Not applicable. No material change. Exhibit 2.1 Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers' Representative (filed as Exhibit 2.1 to MGP Ingredients, Inc. Current Report on Form 8-K filed January 25, 2021 and incorporated herein by reference). Exhibit 2.2 Joinder to the Agreement and Plan of Merger dated as of January 22, 2021 by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, Donn Lux, as Sellers' Representative, and the shareholders of London Holdco, Inc. (filed as Exhibit 2.2 to MGP Ingredients, Inc. Current Report on Form 8-K filed January 25, 2021 and incorporated herein by reference). Exhibit 10.1 Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on April 1, 2021 and incorporated herein by reference). Exhibit 10.2 Registration Rights Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on April 1, 2021 and incorporated herein by reference). Exhibit 99.1 Joint Filing Agreement. (filed as Exhibit 99.1 to Amendment No. 2 to this Schedule 13D on October 26, 2023 and incorporated herein by reference). Luxco 2017 Irrevocable Trust dated 6/19/2017 /s/ Donn S. Lux Donn S. Lux/Investment Trustee 04/04/2025 Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005 /s/ Donn S. Lux Donn S. Lux/Trustee 04/04/2025 Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST /s/ Donn S. Lux Donn S. Lux/Trustee 04/04/2025 Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 /s/ Michele Lux Michele Lux/Co-Trustee 04/04/2025 Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 /s/ Michele Lux Michele Lux/Co-Trustee 04/04/2025 Caroline L. Kaplan Revocable Trust dated 12/16/2009 /s/ Caroline Lux Kaplan Caroline Lux Kaplan/Trustee 04/04/2025 Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005 /s/ Caroline Lux Kaplan Caroline Lux Kaplan/Trustee 04/04/2025 Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 /s/ Catherine N. Lux Catherine N. Lux/Co-Trustee 04/04/2025 CNL 2013 Irrevocable Trust dated 4/2/2013 /s/ Catherine N. Lux Catherine N. Lux/Co-Trustee 04/04/2025 /s/ TFO Trust Company, LLC TFO Trust Company, LLC, a South Dakota limited liability company/Co-Trustee 04/04/2025 /s/ Lisa Davis Lisa Davis/Trust Officer 04/04/2025 Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005 /s/ Paul S. Lux Paul S. Lux/Trustee 04/04/2025 Lux Children Irrevocable Trust dated 5/24/2012 /s/ Leslie Lux Leslie Lux/Trustee 04/04/2025 Lux Donn S. /s/ Lux Donn S. Lux Donn S. 04/04/2025 Leslie Lux /s/ Leslie Lux Leslie Lux 04/04/2025 Paul S. Lux /s/ Paul S. Lux Paul S. Lux 04/04/2025 Caroline Lux Kaplan /s/ Caroline Lux Kaplan Caroline Lux Kaplan 04/04/2025 Catherine N. Lux /s/ Catherine N. Lux Catherine N. Lux 04/04/2025 TFO Trust Company, LLC /s/ Lisa Davis Lisa Davis/Trust Officer 04/04/2025