sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

John B. Sanfilippo & Son, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
800422 10 7
(CUSIP Number)
Jerry J. Burgdoerfer, Esq.
Jenner & Block LLP, 330 N. Wabash, Chicago, IL 60611
312-923-2820
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 17, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jasper B. Sanfilippo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents (a) 163,045 shares of Class A Stock held by Mr. Sanfilippo as Trustee of certain trusts, the beneficiaries of which are Mr. Sanfilippo’s children, (b) 22,480 shares of Common Stock held directly by Mr. Sanfilippo, and (c) 2,000 restricted stock units that are convertible into 2,000 shares of Common Stock on or within 60 days of August 31, 2009.)
     
NUMBER OF   187,525
         
SHARES 8   SHARED VOTING POWER (Represents shares of Common Stock held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust, dated October 17, 1997.)
BENEFICIALLY    
OWNED BY   18,832
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   187,525
         
WITH 10   SHARED DISPOSITIVE POWER
     
    18,832
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  206,357
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.5% (4.9% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

2


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Marian R. Sanfilippo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Includes 8,152 shares of Common Stock, all of which are held directly by Ms. Sanfilippo.) 
     
NUMBER OF   8,152
         
SHARES 8   SHARED VOTING POWER (Represents (a) 18,832 shares of Common Stock held by Mrs. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and (b) 220,220 shares of Class A Stock held by Mrs. Sanfilippo as Co-trustee of five trusts, the beneficiaries of which are Mrs. Sanfilippo’s children.)
BENEFICIALLY    
OWNED BY   239,052
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   8,152
         
WITH 10   SHARED DISPOSITIVE POWER
     
    239,052
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  247,204
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.0% (6.6% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

3


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jeffrey T. Sanfilippo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents 10,000 shares of Common Stock held by Mr. Sanfilippo directly and options to purchase 12,000 shares of Common Stock on or within 60 days of August 31, 2009.)  
     
NUMBER OF   22,000
         
SHARES 8   SHARED VOTING POWER (Represents (a) 18,832 shares of Common Stock held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and (b) 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006.)
BENEFICIALLY    
OWNED BY   62,876
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   22,000
         
WITH 10   SHARED DISPOSITIVE POWER
     
    62,876
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  84,876
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.1% (1.4% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

4


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jasper B. Sanfilippo, Jr.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents options to purchase 12,000 shares of Common Stock on or within 60 days of August 31, 2009.) 
     
NUMBER OF   12,000
         
SHARES 8   SHARED VOTING POWER (Represents (a) 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006 and (b) 1,385,231 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999.)
BENEFICIALLY    
OWNED BY   1,429,275
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   12,000
         
WITH 10   SHARED DISPOSITIVE POWER
     
    1,429,275
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,441,275
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.2% (42.1% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

5


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

John E. Sanfilippo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents 28,152 shares of Common Stock owned directly by Mr. Sanfilippo.) 
     
NUMBER OF   28,152
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006.)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   28,152
         
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  72,196
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.9% (1.4% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

6


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

James J. Sanfilippo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   0
         
SHARES 8   SHARED VOTING POWER (Represents (a) 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and (b) 1,385,231 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999.)  
BENEFICIALLY    
OWNED BY   1,429,275
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
         
WITH 10   SHARED DISPOSITIVE POWER
     
    1,429,275
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,429,275
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.1% (42.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

7


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Lisa A. Evon
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents options to purchase 625 shares of Common Stock on or within 60 days of August 31, 2009.)  
     
NUMBER OF   625
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Ms. Evon as Co-trustee of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006.)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   625
         
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,669
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.6% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  IN
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

8


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   1,385,231
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,385,231
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,385,231
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  14.7% (40.7% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  00
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

9


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

James J. Sanfilippo Trust, dated September 26, 1991
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   32,609
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   32,609
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,609
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4% (1.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

10


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   32,609
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   32,609
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,609
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4% (1.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

11


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Lisa Ann Sanfilippo Trust, dated October 4, 1991
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   32,609
         
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   32,609
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,609
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4% (1.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

12


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jeffrey T. Sanfilippo Trust, dated October 4, 1991
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   32,609
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   32,609
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,609
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4% (1.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

13


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

John E. Sanfilippo Trust, dated October 2, 1991
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   32,609
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   32,609
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,609
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.4% (1.0% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

14


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   44,044
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   44,044
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

15


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   44,044
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   44,044
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

16


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

John E. Sanfilippo Irrevocable Trust, dated October 6, 2006
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   44,044
         
SHARES 8   SHARED VOTING POWER  
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   44,044
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

17


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

James J. Sanfilippo Irrevocable Trust, dated October 6, 2006
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   44,044
         
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   44,044
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

18


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Lisa A. Evon Irrevocable Trust, dated October 6, 2006
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   44,044
         
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   44,044
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

19


 

                     
CUSIP No.
 
800422 10 7 
 

 

             
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Sanfilippo Family Education Trust, dated October 17, 1997
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common Stock, which in the aggregate represents 52.3% of the voting power of the Company’s common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable.
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   18,832
         
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
         
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   18,832
         
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  18,832
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.2% (0.1% of combined voting power) (1)
     
14   TYPE OF REPORTING PERSON*
   
  OO
(1) Based upon 8,022,699 shares of Common Stock and 2,597,426 shares of Class A Common Stock outstanding as of August 27, 2009, as reported in John B. Sanfilippo & Son, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 25, 2009. The percent of class represented by the amount in row eleven (11) is calculated assuming the conversion of the reporting person’s shares of Class A Stock into an equal number of shares of Common Stock. The combined voting power percent of class represented by the amount in row eleven (11) is calculated based upon the fact that the Class A Stock receives ten votes per share, and assuming that the reporting person’s shares of Class A Stock are not converted into Common Stock, which has one vote per share.

20


 

Introductory Statement
This Schedule 13D (“Schedule 13D”) is being filed jointly by the persons listed in Item 2 below, which persons are sometimes individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the actions described in Item 4 of this Schedule 13D and the Schedule 13D filed with the Commission on behalf of the Reporting Persons named herein on June 21, 2004, as amended by Amendment No. 1 and Amendment No. 2 (the “Previous 13D”), and are thus eligible to make a joint filing under Rule 13d-1(k) promulgated under the Exchange Act. Except as expressly set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the Common Stock, par value $.01 per share (“Common Stock”), and Class A Common Stock, par value $.01 per share (“Class A Stock”), of the Company beneficially owned by any other Reporting Person.
This joint filing shall serve as an amendment to the Previous 13D. This Amendment No. 3 to the Previous Schedule 13D is intended to amend and restate the information contained therein.
Although there have been no material changes since the Previous 13D was filed, the Reporting Persons listed in Item 2 below are filing this Schedule 13D to reflect a transaction that occurred among certain of them on December 17, 2008.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of John B. Sanfilippo & Son, Inc., a Delaware corporation (“JBSS” or the “Company”), with its principal executive offices at 1703 North Randall Road
Elgin, Illinois 60123-7820. Each Reporting Person is the beneficial owner of shares of Class A Stock, which is convertible into shares of Common Stock, and Jasper B. Sanfilippo, Marian R. Sanfilippo, Jeffrey T. Sanfilippo, Jasper B. Sanfilippo Jr., John E. Sanfilippo and Lisa A. Evon beneficially own shares of Common Stock.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly by the individual stockholders set forth below:
     
Stockholder / Address   Occupation / Employment / Business Address
 
   
Jasper B. Sanfilippo
  Chairman Emeritus of the Board of Directors of
Individually, as Co-trustee of the Sanfilippo Family
  the Company
Education Trust, dated October 17, 1997, and as
  1703 North Randall Road
Trustee of certain trusts, the beneficiaries of which are Mr. Sanfilippo’s children.
  Elgin, Illinois 60123-7820
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Marian R. Sanfilippo
  None
Individually, as Co-trustee of the Sanfilippo Family
Education Trust, dated October 17, 1997, and as Co-trustee of five trusts, the beneficiaries of which are Mr. Sanfilippo’s children.
   
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   

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Stockholder / Address   Occupation / Employment / Business Address
 
   
Jeffrey T. Sanfilippo
  Chairman of the Board of Directors and
Individually, as Co-trustee of the Sanfilippo Family
Education Trust, dated October 17, 1997 and Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006
  Chief Executive Officer of the Company
1703 North Randall Road
Elgin, Illinois 60123-7820
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Jasper B. Sanfilippo, Jr.
  Director and Chief Operating Officer and
Individually, as Co-trustee of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999
  President of the Company
1703 North Randall Road
Elgin, Illinois 60123-7820
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
John E. Sanfilippo
Individually and as Co-trustee of the John E. Sanfilippo
Irrevocable Trust, dated October 6, 2006
  Group President of Corporate Engineering, Clear
Lam Packaging, Inc.
1950 Pratt Boulevard
1703 North Randall Road
  Elk Grove Village, Illinois 60007
Elgin, Illinois 60123-7820
   
James J. Sanfilippo
  President and Chief Executive Officer,
Co-trustee of the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999
  Clear Lam Packaging, Inc.
1950 Pratt Boulevard
Elk Grove Village, Illinois 60007
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Lisa A. Evon
  Director of Customer Service of the Company
Co-trustee of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006
1703 North Randall Road
  1703 North Randall Road
Elgin, Illinois 60123-7820
Elgin, Illinois 60123-7820
   
 
   
Sanfilippo Family 1999 Generation-Skipping Trust
Agreement, dated December 31, 1999
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
James J. Sanfilippo Trust, dated September 26, 1991
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   

22


 

     
Stockholder / Address   Occupation / Employment / Business Address
 
   
Lisa Ann Sanfilippo Trust, dated October 4, 1991
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Jeffrey T. Sanfilippo Trust, dated October 4, 1991
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
John E. Sanfilippo Trust, dated October 2, 1991
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Jeffrey T. Sanfilippo Irrevocable Trust, dated
  Not applicable
October 6, 2006
   
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated
October 6, 2006
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
John E. Sanfilippo Irrevocable Trust, dated
October 6, 2006
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
James J. Sanfilippo Irrevocable Trust, dated
October 6, 2006
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Lisa A. Evon Irrevocable Trust, dated
October 6, 2006
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
 
   
Sanfilippo Family Education Trust, dated
October 17, 1997
  Not applicable
1703 North Randall Road
   
Elgin, Illinois 60123-7820
   
Each Reporting Person above that is a natural person is a citizen of the United States. Each Reporting Person above that is a trust is organized under the laws of the United States and is organized for investment purposes. During the last five years, no Reporting Person has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or

23


 

prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement, dated December 17, 2008, the Sanfilippo Family 1999 Generation-Skipping Trust Agreement dated December 31, 1999 (the “GST”), purchased 692,615 shares of Class A Stock from the Irrevocable Grantor-Retained Annuity Trust of Marian R. Sanfilippo, dated December 5, 2007 (the “Marian GRAT”) for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,915.20). In conjunction with this purchase, the GST and the Marian GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Marian GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,915.20 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Marian GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,615 shares of Class A Stock in JBSS as collateral to secure payment of obligations to the Marian GRAT for the GST’s share purchase.
Also pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement, dated December 17, 2008, the GST purchased 692,616 shares of Class A Stock from the Irrevocable Grantor-Retained Annuity Trust of Jasper B. Sanfilippo, Sr., dated December 5, 2007 (the “Jasper GRAT”) for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,919.68). In conjunction with this purchase, the GST and the Jasper GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Jasper GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,919.68 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Jasper GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,616 shares of Class A Stock in JBSS as collateral to secure payment of obligations to the Jasper GRAT for the GST’s share purchase.
Item 4. Purpose of Transaction.
Although there have been no material changes since the Previous 13D was filed, the Reporting Persons listed in Item 2 are filing this Schedule 13D to reflect a transaction that occurred among certain of them on December 17, 2008.
As described above in Item 3, on December 17, 2008, the GST purchased 692,615 shares of Class A Stock from the Marian GRAT. Also on December 17, 2008, the GST purchased 692,616 shares of Class A Stock from the Jasper GRAT. The Trustees of the GST are Jasper B. Sanfilippo, Jr. and James J. Sanfilippo. As such, each of Jasper B. Sanfilippo, Jr. and James J. Sanfilippo are deemed to beneficially own the shares of Class A Stock held in the GST. In addition, the GST is now deemed to be part of the “group” described in the Introductory Statement above.
The GST purchased and holds shares of Class A Stock in JBSS for investment purposes.
Except for such actions as may be taken by the Reporting Persons in their capacity as members of the Board of Directors of JBSS or as members of management of JBSS, none of the Reporting Persons have any plans or proposals which relate to or would result in:
(a)   The acquisition by any person of additional securities of JBSS, or the disposition of securities of JBSS;

24


 

(b)   An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving JBSS or any of its subsidiaries;
 
(c)   A sale or transfer of a material amount of assets of JBSS or any of its subsidiaries;
 
(d)   Any change in the present board of directors or management of JBSS, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e)   Any material change in the present capitalization or dividend policy of JBSS;
 
(f)   Any other material change in JBSS’s business or corporate structure;
 
(g)   Changes in JBSS’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of JBSS by any person;
 
(h)   Causing a class of securities of JBSS to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)   A class of equity securities of JBSS becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
 
(j)   Any action similar to any of those enumerated above.
The possible activities of any of the Reporting Persons are subject to change at any time.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Reporting Persons, as members of a group, are deemed to beneficially own an aggregate of 1,768,496 shares of Class A Stock and 114,241 shares of Common stock. This represents 68.1% of the total outstanding shares of Class A Stock and 19.2% of the total outstanding shares of Common Stock, assuming the conversion of all such shares of Class A Stock into an equal number of shares of Common Stock.
The holders of Common Stock are entitled to elect one-fourth of the members of the Company’s Board of Directors, rounded up to the nearest whole number. The holders of Class A Stock are entitled to elect the remaining directors. With respect to all matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock and the holders of Class A Stock vote together as a single class, with the holders of Common Stock entitled to one vote per share of Common Stock and the holders of Class A Stock entitled to ten votes per share of Class A Stock.
Based on the relative voting rights of the Class A Stock and Common Stock, the Reporting Persons have or share 52.3% of the total outstanding voting power of the common equity of the Company. The stock ownership of each Reporting Person is as follows:

25


 

                                                         
    Sole Voting   Shared           Sole Voting   Shared        
    and   Voting and           and   Voting and   Total    
    Dispositive   Dispositive   Total   Dispositive   Dispositive   Percent   Voting
    Power of   Power of   Percent   Power of   Power of   of   Power of
    Class A   Class A   of Class   Common   Common   Common   Common
Reporting Person   Stock   Stock   A Stock   Stock   Stock   Stock(5)   Equity(6)
 
Jasper B. Sanfilippo(1)(2)(7)
    163,045             6.3 %     24,480       18,832       2.5 %     4.9 %
Marian R. Sanfilippo(2)(3)
          220,220       8.5 %     8,152       18,832       3 %     6.6 %
Jeffrey T. Sanfilippo(2)(3)(7)
          44,044       1.7 %     22,000       18,832       1.1 %     1.4 %
Jasper B. Sanfilippo, Jr.(3)(4)(7)
          1,429,275       55.0 %     12,000             15.2 %     42.1 %
John E. Sanfilippo(3)
          44,044       1.7 %     28,152             0.9 %     1.4 %
James J. Sanfilippo(3)(4)
          1,429,275       55.0 %                 15.1 %     42.0 %
Lisa A. Evon(3) (7)
          44,044       1.7 %     625             0.6 %     1.3 %
Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999(4)
    1,385,231             53.3 %                 14.7 %     40.7 %
James J. Sanfilippo Trust, dated September 26, 1991(1)
    32,609             1.3 %                 0.4 %     1.0 %
Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991(1)
    32,609             1.3 %                 0.4 %     1.0 %
Lisa Ann Sanfilippo Trust, dated October 4, 1991(1)
    32,609             1.3 %                 0.4 %     1.0 %
Jeffrey T. Sanfilippo Trust, dated October 4, 1991(1)
    32,609             1.3 %                 0.4 %     1.0 %
John E. Sanfilippo Trust, dated October 2, 1991(1)
    32,609             1.3 %                 0.4 %     1.0 %
Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006(3)
    44,044             1.7 %                 0.5 %     1.3 %
Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006(3)
    44,044             1.7 %                 0.5 %     1.3 %

26


 

                                                         
    Sole Voting   Shared           Sole Voting   Shared        
    and   Voting and           and   Voting and   Total    
    Dispositive   Dispositive   Total   Dispositive   Dispositive   Percent   Voting
    Power of   Power of   Percent   Power of   Power of   of   Power of
    Class A   Class A   of Class   Common   Common   Common   Common
Reporting Person   Stock   Stock   A Stock   Stock   Stock   Stock(5)   Equity(6)
 
John E. Sanfilippo Irrevocable Trust, dated October 6, 2006(3)
    44,044             1.7 %                 0.5 %     1.3 %
James J. Sanfilippo Irrevocable Trust, dated October 6, 2006(3)
    44,044             1.7 %                 0.5 %     1.3 %
Lisa A. Evon Irrevocable Trust, dated October 6, 2006(3)
    44,044             1.7 %                 0.5 %     1.3 %
Sanfilippo Family Education Trust, dated October 17, 1997 (2)
                      18,832             0.2 %     0.1 %
Total Group of Reporting Persons(1)(2)(3)(4)(7)
    1,768,496       1,768,496       68.1 %     114,241       18,832       19.2 %     52.3 %
     
 
(1)   Jasper B. Sanfilippo is the sole Trustee of the (a) James J. Sanfilippo Trust, dated September 26, 1991, (b) Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991, (c) Lisa Ann Sanfilippo Trust, dated October 4, 1991, (d) Jeffrey T. Sanfilippo Trust, dated October 4, 1991 and (e) John E. Sanfilippo Trust, dated October 2, 1991. In his capacity as Trustee, Jasper B. Sanfilippo has the sole voting and dispositive power over the 32,609 shares of Class A Stock held in each aforementioned trust.
 
(2)   Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo are the Co-trustees of the Sanfilippo Family Education Trust, dated October 17, 1997. In their capacity as Co-trustees, Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo share voting and dispositive power over the 18,832 shares of Common Stock held in the Sanfilippo Family Education Trust, dated October 17, 1997.
 
(3)   As Co-trustees of certain trusts, Marian R. Sanfilippo and each of her children share the voting and dispositive power over shares of Class A Stock held in the trusts, as follows: (a) Marian R. Sanfilippo and Jeffrey T. Sanfilippo share voting and dispositive power over 44,044 shares of Class A Stock as Co-trustees of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, (b) Marian R. Sanfilippo and Jasper B. Sanfilippo, Jr. share voting and dispositive power over 44,044 shares of Class A Stock as Co-trustees of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006, (c) Marian R. Sanfilippo and John E. Sanfilippo share voting and dispositive power over 44,044 shares of Class A Stock as Co-Trustees of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, (d) Marian R. Sanfilippo and James J. Sanfilippo share voting and dispositive power over 44,044 shares of Class A Stock as Co-Trustees of the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and (e) Marian R. Sanfilippo and Lisa A. Evon share voting and dispositive power over 44,044 shares of Class A Stock as Co-trustees of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006.

27


 

(4)   Jasper B. Sanfilippo, Jr. and James J. Sanfilippo are the Co-trustees of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999. In their capacity as Co-trustees of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999, Jasper B. Sanfilippo, Jr. and James J. Sanfilippo share voting and dispositive power over the 1,385,231 shares of Class A Stock held in the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999.
 
(5)   The percentage of Common Stock beneficially owned by each Reporting Person assumes the conversion of all shares of Class A Stock held by such Reporting Person into an equal number of shares of Common Stock.
 
(6)   The percentage of voting power of the common equity beneficially owned by each Reporting Person assumes no conversion of Class A Stock into Common Stock and is calculated based on voting power of ten votes per share of Class A Stock.
 
(7)   Jasper B. Sanfilippo has 2,000 restricted stock units that are convertible into 2,000 shares of Common Stock on or within 60 days of August 31, 2009. Jeffrey T. Sanfilippo has options to purchase 12,000 shares of Common Stock in the Company on or within 60 days of August 31, 2009. Jasper B. Sanfilippo, Jr. has options to purchase 12,000 shares of Common Stock in the Company on or within 60 days of August 31, 2009. Lisa A. Evon has options to purchase 625 shares of Common Stock in the Company on or within 60 days of August 31, 2009.
(c) The Reporting Persons identified in Item 2 above have effected the following transactions in the Common Stock of the Company since the Previous 13D was filed:
Pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement dated December 17, 2008, the GST purchased 692,615 shares of Class A Stock from the Marian GRAT for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,915.20). In conjunction with this purchase, the GST and the Marian GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Marian GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,915.20 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Marian GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,615 shares of Class A Stock in JBSS as collateral to secure payment of obligations to the Marian GRAT for the GST’s share purchase.
Also pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement, dated December 17, 2008, the GST purchased 692,616 shares of Class A Stock from the Jasper GRAT for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,919.68). In conjunction with this purchase, the GST and the Jasper GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Jasper GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,919.68 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Jasper GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,616 shares of Class A Stock in JBSS as collateral to secure payment of obligations to the Jasper GRAT for the GST’s share purchase.
(d)   Not applicable.
 
(e)   On December 17, 2008, Jeffrey T. Sanfilippo, the Jasper GRAT and the Marian GRAT ceased to be a beneficial owner of more than five percent of the class of securities in the Company.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer.
(a) Pursuant to the Restated Certificate of Incorporation of John B. Sanfilippo & Son, Inc. (the “Restated Certificate”), among other things:
  (i)   So long as there is Class A Stock outstanding, holders of Common Stock and Class A Stock will vote together as one class with respect to all matters to be voted on by JBSS’s stockholders, except (a) as required by law; (b) in connection with the election of any directors or class of directors elected by any series or class of preferred stock; or (c) the holders of Common Stock and any class or series of preferred stock granted the right to so vote, voting together as a separate class and excluding the holders of Class A Stock, are entitled to elect a number (rounded to the highest whole number in the case of a fraction) of directors equal to one-fourth (1/4) of the total number of directors constituting the entire Board of Directors while the holders of Class A Stock are entitled to elect the rest of the directors;
 
  (ii)   Each record holder of Class A Stock is entitled at any time to convert any or all of the shares of such Class A Stock into an equal number of shares of Common Stock;
 
  (iii)   Upon the sale, assignment, pledge or other transfer of any shares or any interest in shares of Class A Stock, other than a “Permitted Transfer” as described in Part 4(b) of Subdivision II of the Restated Certificate, all such transferred shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock;
 
  (iv)   All outstanding shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock upon the date on which the number of outstanding shares of Class A Stock constitutes less than 12.5% of the total number of outstanding shares of Common Equity.
(b) Jasper B. Sanfilippo, the Chairman Emeritus of the Board of the Company, is the trustee of five trusts. As the trustee of these trusts, Mr. Sanfilippo has the authority to vote, or to direct the vote, and to dispose, or to direct the disposition, of the 163,045 shares of Class A Stock held in the aggregate by the trusts. The following table more specifically describes each trust by identifying the name of the trust, the grantor and the beneficiary of the trust (which, with respect to a particular trust, are the same person), and the number of shares of Class A Stock held by each trust. Mr. Sanfilippo is the father of the beneficiary under each trust.
                 
Trust   Grantor and Beneficiary   Number of Shares
James J. Sanfilippo Trust, dated September 26, 1991
  James J. Sanfilippo     32,609  
Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991
  Jasper B. Sanfilippo, Jr.     32,609  
Lisa Ann Sanfilippo Trust, dated October 4, 1991
  Lisa A. Evon (formerly Lisa Ann Sanfilippo)     32,609  

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Trust   Grantor and Beneficiary   Number of Shares
Jeffrey T. Sanfilippo Trust, dated October 4, 1991
  Jeffrey T. Sanfilippo     32,609  
John E. Sanfilippo Trust, dated October 2, 1991
  John E. Sanfilippo     32,609  
The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Stock, and so much of the principal of the trust, including shares of Class A Stock, as Mr. Sanfilippo, as trustee, determines to be required or advisable based upon certain criteria. The beneficiary under each trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock.
(c) The following table more specifically describes the trusts for which Mrs. Sanfilippo is Co-trustee with her children, by identifying the name of the trust, the Trustees of the trust, the grantor of the trust, the beneficiary of the trust and the number of shares of Class A Stock held by each trust. The Trustees of each trust have the authority to vote, or to direct the vote, and to dispose, or to direct the disposition, of the shares of Class A Stock held by each trust. Mrs. Sanfilippo is the mother of the beneficiary under each trust.
                                 
                            Number
                            of
Trust   Trustees   Grantor   Beneficiary   Shares
Jeffrey T. Sanfilippo
  Jeffrey T. Sanfilippo   Jasper B. Sanfilippo   Jeffrey T. Sanfilippo     44,044  
Irrevocable Trust,
  and                        
dated October 6, 2006
  Marian R. Sanfilippo                        
 
                               
Jasper B. Sanfilippo,
  Jasper B. Sanfilippo, Jr.   Jasper B. Sanfilippo   Jasper B. Sanfilippo, Jr.     44,044  
Jr. Irrevocable Trust,
  and                  
dated October 6, 2006
  Marian R. Sanfilippo                        
 
                               
John E. Sanfilippo
  John E. Sanfilippo   Jasper B. Sanfilippo   John E. Sanfilippo     44,044  
Irrevocable Trust,
  and                        
dated October 6, 2006
  Marian R. Sanfilippo                        
 
                               
James J. Sanfilippo
  James J. Sanfilippo   Jasper B. Sanfilippo   James J. Sanfilippo     44,044  
Irrevocable Trust,
  and                        
dated October 6, 2006
  Marian R. Sanfilippo                        
 
                               
Lisa A. Evon
  Lisa A. Evon   Jasper B. Sanfilippo   Lisa A. Evon     44,044  
Irrevocable Trust,
  and                        
dated October 6, 2006
  Marian R. Sanfilippo                        
The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Stock, and so much of the principal of the trust, including shares of Class A Stock, as the Trustees determine to be required or advisable based upon certain criteria. The beneficiary under each

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trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock.
(d) The following table more specifically describes the GST, by identifying the name of the trust, the Trustees of the trust, the grantor of the trust, the beneficiaries of the trust and the number of shares of Class A Stock held by the trust. The Trustees of the trust, Jasper B. Sanfilippo, Jr. and James J. Sanfilippo, have the authority to vote, or to direct the vote, and to dispose, or to direct the disposition, of the shares of Class A Stock held by the trust.
                 
                Number
Trust   Trustees   Grantor   Beneficiaries   of Shares
Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999   Jasper B. Sanfilippo,
Jr. and James J.
Sanfilippo
  Marian R.
Sanfilippo
  All descendants of
Marian R. Sanfilippo
who shall be living
from time to time
during the period of
the trust
  1,385,231
During the lifetime of the Grantor of the trust (Marian R. Sanfilippo), the beneficiaries under the trust may be paid the income of the trust, including that derived from shares of Class A Stock, as the Trustees determine to be required or advisable based upon certain criteria. The beneficiaries under the trust have the right to receive the shares of JBSS held in trust under certain circumstances as provided in the trust agreement. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries exceeds five percent of the total number of outstanding shares of Common Stock.
(e) Pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement dated December 17, 2008, the GST purchased 692,615 shares of Class A Stock from the Marian GRAT for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,915.20). In conjunction with this purchase, the GST and the Marian GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Marian GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,915.20 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Marian GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,615 shares of Class A Stock in JBSS as collateral to secure payment of obligations to the Marian GRAT for the GST’s share purchase. If a Default (as that term is defined in the Loan and Security Agreement), which definition includes not making timely payments of the obligations pursuant to the Term Note, occurs pursuant to the Loan and Security Agreement, the 692,615 shares of Class A Stock in JBSS shall be delivered from the GST to the Marian GRAT.
Also pursuant to an Assignment Separate from Certificate and Ratification and pursuant to a Stock Purchase Agreement, dated December 17, 2008, the GST purchased 692,616 shares of Class A Stock from the Jasper GRAT for the purchase price of $4.48 per share (an aggregate purchase price of $3,102,919.68). In conjunction with this purchase, the GST and the Jasper GRAT entered into a Term Note, dated December 17, 2008, whereby the GST is to pay the Jasper GRAT: (i) $2,675,000.00 no later than ninety days after December 5, 2008, and (ii) $427,919.68 plus accrued interest (at the rate of 3.25% per annum) on March 5, 2010. In addition, the GST and the Jasper GRAT entered into a Loan and Security Agreement, dated December 17, 2008, whereby the GST pledged the 692,616 shares of Class A

31


 

Stock in JBSS as collateral to secure payment of obligations to the Jasper GRAT for the GST’s share purchase. If a Default (as that term is defined in the Loan and Security Agreement), which definition includes not making timely payments of the obligations pursuant to the Term Note, occurs pursuant to the Loan and Security Agreement, the 692,616 shares of Class A Stock in JBSS shall be delivered from the GST to the Jasper GRAT.
Item 7. Material to be Filed as Exhibits.
Exhibit 1      Joint Filing Agreement by and among the Reporting Persons

32


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Dated: September 10, 2009

  JASPER B. SANFILIPPO
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, both Individually, as   
    Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and as Trustee of the James J. Sanfilippo Trust, dated September 26, 1991, the Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991, the Lisa Ann Sanfilippo Trust, dated October 4, 1991, the Jeffrey T. Sanfilippo Trust, dated October 7, 1991 and the John E. Sanfilippo Trust, dated October 2, 1991   
 
  MARIAN R. SANFILIPPO
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, both Individually, as   
    Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006, the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006, and the Lisa A. Evon Irrevocable Trust, dated October 6, 2006   

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  JEFFREY T. SANFILIPPO
 
 
  By:   /s/ JEFFREY T. SANFILIPPO    
    Jeffrey T. Sanfilippo, both Individually and as   
    Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006   
 
  JOHN E. SANFILIPPO
 
 
  By:   /s/ JOHN E. SANFILIPPO    
    John E. Sanfilippo, both Individually and as   
    Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006  
 
  JASPER B. SANFILIPPO, JR.
 
 
  By:   /s/ JASPER B. SANFILIPPO, JR.    
    Jasper B. Sanfilippo, Jr. both Individually, as   
    Co-trustee of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999   
 
  JAMES J. SANFILIPPO
 
 
  By:   /s/ JAMES J. SANFILIPPO    
    James J. Sanfilippo, as Co-trustee of the   
    James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999   
 
  LISA A. EVON
 
 
  By:   /s/ LISA A. EVON    
    Lisa A. Evon, as Co-trustee of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006  
 

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  SANFILIPPO FAMILY 1999 GENERATION-
SKIPPING TRUST AGREEMENT, DATED DECEMBER 31, 1999
 
 
  By:   /s/ JASPER B. SANFILIPPO, JR.    
    Jasper B. Sanfilippo, Jr., Trustee   
       
 
  JAMES J. SANFILIPPO TRUST, DATED
SEPTEMBER 26, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JASPER B. SANFILIPPO, JR. TRUST, DATED
SEPTEMBER 23, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  LISA ANN SANFILIPPO TRUST, DATED OCTOBER 4, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JEFFREY T. SANFILIPPO TRUST, DATED
OCTOBER 4, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 

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  JOHN E. SANFILIPPO TRUST, DATED
OCTOBER 2, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JEFFREY T. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JASPER B. SANFILIPPO, JR. IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JOHN E. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JAMES J. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  LISA A. EVON IRREVOCABLE TRUST,
DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 

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  SANFILIPPO FAMILY EDUCATION TRUST,
DATED OCTOBER 17, 1997
 
 
  By:   /s/ JEFFREY T. SANFILIPPO    
    Jeffrey T. Sanfilippo, Trustee   
       

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Exhibit 1
JOINT FILING AGREEMENT
     This will confirm the agreement by and among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock and Class A Stock of John B. Sanfilippo & Son, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 10, 2009
         
  JASPER B. SANFILIPPO
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, both Individually, as   
  Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and as Trustee of the James J. Sanfilippo Trust, dated September 26, 1991, the Jasper B. Sanfilippo, Jr. Trust, dated September 23, 1991, the Lisa Ann Sanfilippo Trust, dated October 4, 1991, the Jeffrey T. Sanfilippo Trust, dated October 7, 1991 and the John E. Sanfilippo Trust, dated October 2, 1991   
 
  MARIAN R. SANFILIPPO
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, both Individually, as   
  Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006, the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006, and the Lisa A. Evon Irrevocable Trust, dated October 6, 2006   
 

38


 

         
  JEFFREY T. SANFILIPPO
 
 
  By:   /s/ JEFFREY T. SANFILIPPO    
    Jeffrey T. Sanfilippo, both Individually and   
    as Trustee of the Sanfilippo Family Education Trust, dated October 17, 1997 and Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006   
 
  JOHN E. SANFILIPPO
 
 
  By:   /s/ JOHN E. SANFILIPPO    
    John E. Sanfilippo, both Individually and as   
    Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006  
 
  JASPER B. SANFILIPPO, JR.
 
 
  By:   /s/ JASPER B. SANFILIPPO, JR.    
    Jasper B. Sanfilippo, Jr. both Individually,   
  as Co-trustee of the Jasper B. Sanfilippo, Jr. Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999   
 
  JAMES J. SANFILIPPO
 
 
  By:   /s/ JAMES J. SANFILIPPO    
    James J. Sanfilippo, as Co-trustee of the   
    James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and Co-trustee of the Sanfilippo Family 1999 Generation-Skipping Trust Agreement, dated December 31, 1999   
 
  LISA A. EVON
 
 
  By:   /s/ LISA A. EVON    
    Lisa A. Evon, as Co-trustee of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006  
     
 

39


 

         
  SANFILIPPO FAMILY 1999 GENERATION-
SKIPPING TRUST AGREEMENT, DATED
DECEMBER 31, 1999
 
 
  By:   /s/ JASPER B. SANFILIPPO, JR.    
    Jasper B. Sanfilippo, Jr., Trustee   
       
 
  JAMES J. SANFILIPPO TRUST, DATED
SEPTEMBER 26, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JASPER B. SANFILIPPO, JR. TRUST, DATED
SEPTEMBER 23, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  LISA ANN SANFILIPPO TRUST, DATED OCTOBER 4, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JEFFREY T. SANFILIPPO TRUST, DATED
OCTOBER 4, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 

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  JOHN E. SANFILIPPO TRUST, DATED
OCTOBER 2, 1991
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, Trustee   
       
 
  JEFFREY T. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JASPER B. SANFILIPPO, JR. IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JOHN E. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  JAMES J. SANFILIPPO IRREVOCABLE
TRUST, DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 
  LISA A. EVON IRREVOCABLE TRUST,
DATED OCTOBER 6, 2006
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, Trustee   
       
 

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  SANFILIPPO FAMILY EDUCATION TRUST,
DATED OCTOBER 17, 1997
 
 
  By:   /s/ JEFFREY T. SANFILIPPO    
    Jeffrey T. Sanfilippo, Trustee   
       
 

42