(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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), 13d-1(f) or 13d-1(g), check the following box. ☐
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 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, as amended (the “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.: 016230 10-4
1
|
Name of Reporting Person
Arlon Valencia Holdings LLC
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
474,561 (1)
|
8
|
Shared Voting Power
-0-
|
9
|
Sole Dispositive Power
474,561 (1)
|
10
|
Shared Dispositive Power
-0-
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
OO (Limited Liability Company)
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
1
|
Name of Reporting Person
Arlon Food and Agriculture Partners LP
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
-0-
|
8
|
Shared Voting Power
474,561 (1)
|
9
|
Sole Dispositive Power
-0-
|
10
|
Shared Dispositive Power
474,561 (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561 (1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
PN
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
1
|
Name of Reporting Person
Arlon Food and Agriculture Associates LLC
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
-0-
|
8
|
Shared Voting Power
474,561 (1)
|
9
|
Sole Dispositive Power
-0-
|
10
|
Shared Dispositive Power
474,561 (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561 (1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
OO (Limited Liability Company)
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
1
|
Name of Reporting Person
Arlon Food and Agriculture Holdings LLC
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
-0-
|
8
|
Shared Voting Power
474,561 (1)
|
9
|
Sole Dispositive Power
-0-
|
10
|
Shared Dispositive Power
474,561 (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561 (1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
OO (Limited Liability Company)
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
1
|
Name of Reporting Person
Continental Grain Company
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
-0-
|
8
|
Shared Voting Power
474,561 (1)
|
9
|
Sole Dispositive Power
-0-
|
10
|
Shared Dispositive Power
474,561 (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561 (1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
CO
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
1
|
Name of Reporting Person
Paul J. Fribourg
|
2
|
Check the Appropriate Box if a Member of a Group
(A): ☐
(B): ☑
|
3
|
SEC Use Only
|
4
|
Source of Funds
Not Applicable
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(D) or 2(E)
☐
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
7
|
Sole Voting Power
-0-
|
8
|
Shared Voting Power
474,561 (1)
|
9
|
Sole Dispositive Power
-0-
|
10
|
Shared Dispositive Power
474,561 (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
474,561 (1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
13
|
Percent of Class Represented by Amount in Row (11)
6.3% (2)
|
14
|
Type of Reporting Person
IN
|
|
(1)
|
The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.
|
|
(2)
|
The percentage of shares of Common Stock was determined using a denominator of 7,540,932 shares of Common Stock outstanding, calculated on the basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on January 18, 2022.
|
CUSIP No.: 016230 10-4
This Amendment No. 7 (this
“Amendment No. 7”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission
(the “SEC”) on November 29, 2018 (the “Schedule 13D”), as amended by Amendment No. 1 filed with
the SEC on December 7, 2018, Amendment No. 2 filed with the SEC on February 13, 2019, Amendment No 3 filed with the SEC on October 17,
2019, Amendment No. 4 filed with the SEC on November 12, 2019, Amendment No. 5 filed with the SEC on September 29, 2021 and Amendment
No. 6 filed with the SEC on January 19, 2022 by 734 Investors, LLC, a Delaware limited liability company, Arlon Valencia Holdings LLC,
a Delaware limited liability company (“Arlon”), Arlon Food and Agriculture Partners LP, a Delaware limited partnership
(“AFAP”), Arlon Food and Agriculture Associates LLC, a Delaware limited liability company (“AFAA”),
Arlon Food and Agriculture Holdings LLC, a Delaware limited liability company (“AFAH”), Continental Grain Company,
a Delaware corporation (“CGC”), and Paul J. Fribourg (collectively, together with Arlon, AFAP, AFAA, AFAH and CGC,
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, although neither
the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
Except as indicated in this Amendment No. 7, all other information as to the Reporting Persons set forth in the Schedule 13D remains unchanged,
and capitalized terms used herein that are not defined herein have the same meanings set forth in the Schedule 13D.
ITEM 4. Purpose of Transaction.
Item 4 of the Schedule 13D
is hereby amended and supplemented as follows:
January 15, 2022 through January 26, 2022
Sales
Between January 15, 2022
and January 26, 2022, Arlon sold an aggregate of 197,708 shares of Common Stock in open market transactions at a weighted average price
of approximately $35.86 per share.
ITEM 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c)
of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) Unless otherwise indicated,
percentage interest calculations for each Reporting Person are based on 7,540,932 shares of Common Stock outstanding, calculated on the
basis of 7,540,932 shares of Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Definitive Proxy Statement
on Schedule 14A, filed on January 18, 2022.
Arlon
The aggregate number of shares
of Common Stock beneficially owned by Arlon pursuant to Rule 13d-3 of the Act is 474,561, which constitutes approximately 6.3% of the
outstanding shares of Common Stock.
AFAP
As the managing member of
Arlon, AFAP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 474,561 shares of Common Stock, which constitutes
approximately 6.3% of the outstanding shares of Common Stock. AFAP disclaims beneficial ownership of any shares of Common Stock held by
Arlon, except to the extent of its pecuniary interest therein.
AFAA
As the general partner of
AFAP, AFAA may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 474,561 shares of Common Stock, which constitutes
approximately 6.3% of the outstanding shares of Common Stock. AFAA disclaims beneficial ownership of any shares of Common Stock held by
Arlon, except to the extent of its pecuniary interest therein.
AFAH
As the managing member of
AFAA, AFAH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 474,561 shares of Common Stock, which constitutes
approximately 6.3% of the outstanding shares of Common Stock. AFAH disclaims beneficial ownership of any shares of Common Stock held by
Arlon, except to the extent of its pecuniary interest therein.
CUSIP No.: 016230 10-4
CGC
As the managing member of
AFAH, CGC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 474,561 shares of Common Stock, which constitutes
approximately 6.3% of the outstanding shares of Common Stock. CGC disclaims beneficial ownership of any shares of Common Stock held by
Arlon, except to the extent of its pecuniary interest therein.
Mr. Paul J. Fribourg
Individually and as Chairman,
Chief Executive Officer and President of CGC, Mr. Paul Fribourg may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 474,561 shares of Common Stock, which constitutes approximately 6.3% of the outstanding shares of Common Stock. Mr. Fribourg
disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the extent of his pecuniary interest therein.
Except as described in this
Item 5(a), no person listed in Item 2 of this Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.
(b) The power to vote or
to direct the vote of shares of Common Stock described in this Item 5(b) is subject to the restrictions described in Item 6, which is
incorporated by reference herein.
Arlon
Arlon has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of 474,561 shares of Common Stock.
AFAP
In its capacity as the managing
member of Arlon, AFAP may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition
of 474,561 shares of Common Stock.
AFAA
In its capacity as the general
partner of AFAP, AFAA may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition
of 474,561 shares of Common Stock.
AFAH
In its capacity as the managing
member of AFAA, AFAH may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition
of 474,561 shares of Common Stock.
CGC
In its capacity as the managing
member of AFAH, CGC may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of
474,561 shares of Common Stock.
Mr. Paul J. Fribourg
In his capacity as Chairman,
Chief Executive Officer and President of CGC, Mr. Paul J. Fribourg may be deemed to have the shared power to vote or to direct the vote
and to dispose or to direct the disposition of 474,561 shares of Common Stock.
Except as described in this
Item 5(b), no person listed in Item 2 of the Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.
(c) Between January 15, 2022
and January 26, 2022, Arlon sold an aggregate of 197,708 shares of Common Stock in open market transactions at a weighted average price
of approximately $35.86 per share.
Except as described in this
Schedule 13D, to the knowledge of any of the Reporting Persons, no other transactions in the Common Stock were effected by any of the
Reporting Persons or any of the entities or persons named in Item 2 hereto during the 60 days prior to the date of this Schedule 13D.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A – Agreement pursuant to Rule 13d-1(k).
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.
Date: January 27, 2022
|
ARLON VALENCIA HOLDINGS LLC
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE PARTNERS LP
|
|
|
|
By:
|
Arlon Food and Agriculture Associates LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE ASSOCIATES LLC
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE HOLDINGS LLC
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
CONTINENTAL GRAIN COMPANY
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Senior Vice President – Finance and Treasurer
|
|
|
|
|
PAUL J. FRIBOURG
|
|
|
|
/s/ Paul J. Fribourg
|
EXHIBIT A
AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree as follows:
(i) Each of them is individually
eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible
for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: November 14, 2019
|
734 INVESTORS, LLC
|
|
|
|
By:
|
Arlon Valencia Holdings LLC
|
|
Its:
|
Managing Member
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON VALENCIA HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE PARTNERS LP
|
|
|
|
By:
|
Arlon Food and Agriculture Associates LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE ASSOCIATES LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
ARLON FOOD AND AGRICULTURE HOLDINGS LLC
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Vice President
|
|
|
|
|
CONTINENTAL GRAIN COMPANY
|
|
|
|
By:
|
/s/ David W. Dryerman
|
|
Name:
|
David W. Dryerman
|
|
Title:
|
Senior Vice President – Finance and Treasurer
|
|
|
|
|
PAUL J. FRIBOURG
|
|
|
|
By:
|
/s/ Paul J. Fribourg
|
11