eh1300353_13da7-smithfield.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
RiceBran Technologies
(Name of Issuer)
 
 
Common Stock, No Par Value
(Title of Class of Securities)
 
 
762831204
(CUSIP Number)
 
Michael Mayberry
Senior Vice President - Legal
Continental Grain Company
767 Fifth Ave
New York, NY 10153
Tel. No.: (212) 207-2898
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 7, 2018
(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 Rule 13d-1(e), 1(f) or 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 Rule 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).
 
 
(Page 1 of 5 Pages)
 
CUSIP No. 762831204
 
 SCHEDULE 13D
Page 2 of 5 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Continental Grain Company
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☐
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,551,046
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
4,551,046
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,551,046
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
CUSIP No. 762831204
 
 SCHEDULE 13D
Page 3 of 5 Pages

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Ari D. Gendason
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☐
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
77,287
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
77,287
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
77,287
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
CUSIP No. 762831204
 
 SCHEDULE 13D
Page 4 of 5 Pages
 
This Amendment No. 2 amends and supplements the statement on Schedule 13D, dated September 25, 2017, as amended by Amendment No. 1 to the statement on Schedule 13D, dated March 26, 2018 (so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission by Continental Grain Company, a Delaware corporation (“CGC”) and Ari D. Gendason (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of common stock, no par value (“Common Stock”) of RiceBran Technologies, a California corporation (the “Issuer”).
 
Item 5. Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
This Schedule 13D reflects purchases made by CGC through and including August 16, 2018. All calculations of percentage ownership in this Schedule 13D are based on a total of 24,254,013 shares of Common Stock outstanding as of July 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2018.
 
CGC beneficially owns 4,551,046 shares of Common Stock (approximately 18.8% of the total number of shares of Common Stock outstanding). CGC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such 4,551,046 shares of Common Stock.
 
Mr. Gendason directly owns 77,287 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding. An additional 26,107 shares of Common Stock are directly owned by Mr. Gendason subject to vesting on the earlier of June 19, 2019, or the day prior to the next annual meeting of shareholders of the Issuer.
 
The Reporting Persons may be deemed to be a group for the purposes of Section 13(d) of the Exchange Act. This filing shall not constitute an admission by the Reporting Persons that they are a group for such purpose. The Reporting Persons collectively own 4,628,333 shares of Common Stock (approximately 19.1% of the total number of shares of Common Stock outstanding).
 
The following table sets forth the transactions in the Common Stock effected by CGC during the past 60 days.  All such transactions were effected in the open market and were funded with CGC’s available cash on hand.
 
Transaction Date
Number of Shares Purchased
Price Per Share
08/07/2018
125,600
$2.5077
08/08/2018
72,000
$2.6148
08/09/2018
35,200
$2.6
08/10/2018
73,744
$2.7053
08/13/2018
19,400
$2.7992
08/14/2018
200
$2.845
08/15/2018
6,395
$2.8515
08/16/2018  63,775  $2.9227 
 
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.
 
CUSIP No. 762831204
 
 SCHEDULE 13D
Page 5 of 5 Pages

 
SIGNATURES
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: August 17, 2018
 
   
CONTINENTAL GRAIN COMPANY
 
 
  
   
 
By: 
/s/ Frank W. Baier
  
     
Name: Frank W. Baier
Title:   Executive Vice President – Chief Financial Officer
  
 
       
     
/s/ Ari D. Gendason
  
     
Ari D. Gendason