[SCHEDULE 13D/A] MGP Ingredients Inc SEC Filing

Rhea-AI Filing Summary

MGP Ingredients, Inc. (MGPI) Schedule 13D/A Amendment No. 12 discloses ownership and amendments to prior redemption agreements by members of the Seaberg/Cray reporting group. Karen Seaberg and affiliated entities beneficially own 2,379,691 shares, representing 11.2% of the 21,292,736 shares outstanding (per the issuer's 6/30/2025 quarterly report). The filing breaks ownership into record holdings including 1,748,733 shares held by the Cray Partnership (8.2%), 283,569 shares held by the Seaberg Partnership (1.3%), trusts totaling 225,196 shares, and other shares held directly or in an IRA.

The filing reports that since formation the Cray Partnership sold 588,384 shares in open market transactions and the Seaberg Partnership sold 130,206 shares. It also amends the Redemption Agreements with two redeemed limited partners: the third installment delivery date was postponed from September 5, 2025 to September 5, 2026, with the final share amount to be determined by a formula using the trading market price five trading days before that date.

Positive

• Beneficial ownership of 2,379,691 shares (11.2%) is explicitly disclosed, showing material stakeholder position
• Amendments postpone the third redemption delivery to September 5, 2026, with final share count tied to market price

Negative

• Cray Partnership sold 588,384 shares in open market transactions since formation
• Seaberg Partnership sold 130,206 shares in open market transactions since formation

Insights

Financial Analyst

TL;DR: A concentrated insider group holds 11.2% after substantial prior sales; redemption timing was extended to 2026.

The disclosure clarifies beneficial ownership concentration by Karen Seaberg and affiliated entities at 11.2% of MGPI, with the largest single record holder being the Cray Partnership at 8.2%. Notable executed open-market sales by the Cray Partnership (588,384 shares) and Seaberg Partnership (130,206 shares) reduce earlier holdings and may affect near-term free float. The amendment to defer the third redemption settlement to September 5, 2026 converts a prior fixed delivery schedule into a price-determined final installment, leaving the exact number of future shares contingent on MGPI market price near that later date. Overall, the filing documents ownership and contract timing changes but provides no earnings or operational information to alter valuation models.

Corporate Governance Expert

TL;DR: The filing shows a coordinated reporting group with material voting power and amended contractual terms affecting future share deliveries.

The statement confirms Karen Seaberg is part of a separate group that has agreed to vote in favor of certain director nominees and that multiple family entities and partnerships are aligned via a joint filing agreement. Beneficial ownership of 11.2% is material for board influence discussions, and the amendment pushing the final redemption delivery to September 5, 2026 delays the conversion of economic consideration into a fixed share count until a market-price determination. These are governance-relevant developments: they preserve current voting composition while leaving the ultimate dilution from the redemption mechanism contingent on future market pricing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

MGP INGREDIENTS INC

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

55303J106

(CUSIP Number)

Karen Seaberg
Cray Business Plaza, 100 Commercial Street
Atchison, KS, 66002
(913) 367-1480

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2025

(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.

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).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Karen Seaberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,056,983.00
8	Shared Voting Power 322,708.00
9	Sole Dispositive Power 2,056,983.00
10	Shared Dispositive Power 322,708.00

11

Aggregate amount beneficially owned by each reporting person

2,379,691.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.2 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Sole voting power and sole dispositive power includes 1,748,733 shares owned of record by the Cray Partnership (as defined herein), 114,205 shares owned of record by the Karen Cray Seaberg Revocable Trust, 52,001 shares owned of record by the Lori A. Mingus GST Exempt Trust, 58,990 shares owned of record by the Melissa A. Huntington GST Exempt Trust. The remaining shares are held by Ms. Seaberg either directly or through her individual retirement account. Shared voting power and shared dispositive power includes 283,569 shares owned of record by the Seaberg Partnership (as defined herein) and 39,139 shares owned of record by the Seaberg Family Foundation (as defined herein). Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Cray Family Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,748,733.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,748,733.00

11

Aggregate amount beneficially owned by each reporting person

1,748,733.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Cray MGP Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,748,733.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,748,733.00

11

Aggregate amount beneficially owned by each reporting person

1,748,733.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Seaberg Family Management, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 283,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 283,569.00

11

Aggregate amount beneficially owned by each reporting person

283,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Seaberg MGP Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 283,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 283,569.00

11

Aggregate amount beneficially owned by each reporting person

283,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

CUSIP No. 55303J106

1

Name of reporting person

Laidacker M. Seaberg and Karen C. Seaberg Family Foundation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KANSAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 39,139.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 39,139.00

11

Aggregate amount beneficially owned by each reporting person

39,139.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage based upon 21,292,736 shares outstanding as of July 25, 2025 (according to the information contained in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on July 31, 2025).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, No Par Value
(b)	Name of Issuer: MGP INGREDIENTS INC
(c)	Address of Issuer's Principal Executive Offices: 1300 MAIN ST, ATCHISON, KANSAS , 66002.
Item 1 Comment: This Amendment No. 12 to Schedule 13D ("Amendment No. 12") is being filed by Karen Seaberg, Cray Family Management, LLC, Cray MGP Holdings, LP, Seaberg Family Management, Inc., Seaberg MGP Holdings, LP, and the Laidacker M. Seaberg and Karen C. Seaberg Family Foundation (collectively, the "Reporting Persons") to amend the statement on Schedule 13D filed by the Reporting Persons on March 18, 2025 (as previously amended, the "Prior Statement"), and relates to shares of common stock, no par value (the "Common Stock"), of MGP Ingredients, Inc., a Kansas corporation (the "Company"). This Amendment No. 12 amends and restates Items 4, 5 and 6. Ms. Seaberg is a member of a separate group that has agreed to vote their shares of Common Stock in favor of certain persons nominated to serve as directors of the Company, as described in Item 4 below. The Reporting Persons have entered into the Amended and Restated Joint Filing Agreement, which was filed as Exhibit 99.4 to Amendment No. 9 to this Schedule 13D and is incorporated by reference herein, pursuant to which the Reporting Persons agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Amendment No. 12. The Prior Statement is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Prior Statement remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Prior Statement.
Item 4.	Purpose of Transaction
	The information previously provided as the fourth paragraph of Item 4 is hereby amended and restated by replacing the text thereof in its entirety with the following: Since its formation, the Cray Partnership has (1) sold 588,384 shares of Common Stock in various open market transactions and (2) disposed of 235,950 shares of Common Stock pursuant to the Redemption Agreements (as defined in Item 6 below). As of August 21, 2025, the Cray Partnership owned 1,748,733 shares of Common Stock. The information previously provided as the seventh paragraph of Item 4 is hereby amended and restated by replacing the text thereof in its entirety with the following: Since its formation, the Seaberg Partnership has sold 130,206 shares of Common Stock in various open market transactions and, as of August 21, 2025, owned 283,569 shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Amendment 12 is hereby incorporated by reference into this Item 5(a).
(b)	The information set forth in the cover pages of this Amendment 12 is hereby incorporated by reference into this Item 5(b). The amounts reported above include: 1,748,733 shares owned of record by the Cray Partnership, 283,569 shares owned of record by the Seaberg Partnership, 52,001 shares owned of record by the Lori A. Mingus GST Exempt Trust, 58,990 shares owned by the Melissa A. Huntington GST Exempt Trust, 114,205 shares owned of record by the Karen Cray Seaberg Revocable Trust (Karen Seaberg is the sole trustee of each of the foregoing trusts and has sole voting and investment power over shares owned by the trusts), and 39,139 shares owned of record by the Seaberg Family Foundation. Karen Seaberg is president and a member of the board of directors of Seaberg Family Foundation. Karen Seaberg does not have a pecuniary interest in the shares held by the Seaberg Family Foundation. The remaining shares are owned by Ms. Seaberg either directly or through her individual retirement account. Cray Management is the general partner of the Cray Partnership. Ms. Seaberg is the sole manager of Cray Management and in such capacity has sole power to vote and dispose of the shares owned by the Cray Partnership. Karen Seaberg disclaims any Section 16 beneficial ownership in the shares held by Cray Partnership except to the extent of her pecuniary interest therein. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is president and a member of the board of directors of Seaberg Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management. Ms. Seaberg beneficially owns 293 shares of Preferred Stock that are owned of record by the Karen Cray Seaberg Revocable Trust, for which she serves as trustee, representing in the aggregate approximately 67% of the outstanding Preferred Stock. 1,748,733 shares shown above are owned of record by the Cray Partnership. Cray Management is the general partner of the Cray Partnership. Karen Seaberg is the sole manager of Cray Management and in such capacity has sole power to vote and dispose of the shares owned by the Cray Partnership. Karen Seaberg disclaims any Section 16 beneficial ownership in the shares held by Cray Partnership except to the extent of her pecuniary interest therein. 283,569 shares shown above are owned of record by the Seaberg Partnership. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is president and a member of the board of directors of Seaberg Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management. 39,139 shares shown above are owned of record by the Laidacker M. Seaberg and Karen C. Seaberg Family Foundation (the "Seaberg Family Foundation"). Karen Seaberg is the president and a member of the board of directors of the Seaberg Family Foundation and in such capacity has power to vote and dispose of the shares owned by the Seaberg Family Foundation. Karen Seaberg does not have a pecuniary interest in the shares held by the Seaberg Family Foundation.
(c)	Not applicable
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information previously provided as the third paragraph of Item 6 is hereby amended and restated by replacing the text thereof in its entirety with the following: On June 7, 2023, the Cray Partnership and Cray Management entered into separate redemption agreements (the "Redemption Agreements") with the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (the "Robbins Non-Exempt Trust") and the Cathy Scroggs Descendant's Trust established under Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (the "Scroggs Non-Exempt Trust" and, together with the Robbins Non-Exempt Trust, the "Redeemed Limited Partners"), respectively. Pursuant to the Redemption Agreements, on September 5, 2023, the Robbins Non-Exempt Trust and the Scroggs Non-Exempt Trust each delivered, and the Cray Partnership accepted for cancellation, their respective 9.4260% and 9.4250% limited partnership interests in the Cray Partnership for the right to value equal to, in the case of the Robbins Non-Exempt Trust, $18,126,832.39 (the "Robbins Redemption Price") and in the case of the Scroggs Non-Exempt Trust, $18,124,909.32 (the "Scroggs Redemption Price" and, in each case, the "Redemption Price"). The respective Redemption Agreements required the Redemption Price for each Redeemed Limited Partner to be delivered in three installments as described below: On September 5, 2023, the Cray Partnership delivered an aggregate of 101,683 shares of Common Stock to the Redeemed Limited Partners. On September 5, 2024, the Cray Partnership delivered an aggregate of 134,267 shares of Common Stock to the Redeemed Limited Partners. On August 20, 2025, the Cray Partnership and Cray Management entered into separate amendments (the "Amendments") with each of the Redeemed Limited Partners with respect to their respective Redemption Agreements. Pursuant to the Amendments, the parties agreed to change the third delivery date under each Redemption Agreement from September 5, 2025 to September 5, 2026. On September 5, 2026 (the "New Third Closing Date"), the Cray Partnership shall deliver to each Redeemed Limited Partner such number of shares of Common Stock equal to the quotient obtained by dividing (i) the Closing Consideration Installment by (ii) the last reported sales price for shares of Common Stock on the principal Trading Market (as defined in the Redemption Agreement) on the Trading Day (as defined in the Redemption Agreement) that is five Trading Days prior to the New Third Closing Date.
Item 7.	Material to be Filed as Exhibits.
	99.1 Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MGP Ingredients, Inc. on January 25, 2021). 99.2 Action by Written Consent of the Majority Preferred Stockholder of MGP Ingredients, Inc., dated as of January 22, 2021 (incorporated by reference to Exhibit 99.2 to Amendment No. 5 to this Schedule 13D). 99.3 Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by MGP Ingredients, Inc. on April 1, 2021). 99.4 Amended and Restated Joint Filing Agreement (incorporated by reference to Exhibit 99.4 to Amendment No. 9 to this Schedule 13D). 99.5* Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (incorporated by reference to Exhibit 99.5 to Amendment No. 8 to this Schedule 13D). 99.6* Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (incorporated by reference to Exhibit 99.6 to Amendment No. 8 to this Schedule 13D). 99.7 First Amendment to Redemption Agreement, dated as of August 20, 2025, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended, to the Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended 99.8 First Amendment to Redemption Agreement, dated as of August 20, 2025, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended, to the Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs s Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended * This exhibit excludes certain schedules and attachments, which the Reporting Persons agree to furnish supplementally to the Securities and Exchange Commission or its staff upon request.

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.

Karen Seaberg

Signature:	/s/ Karen Seaberg
Name/Title:	Karen Seaberg
Date:	08/21/2025

Cray Family Management, LLC

Signature:	/s/ Karen Seaberg
Name/Title:	Manager
Date:	08/21/2025

Cray MGP Holdings, LP

Signature:	/s/ Karen Seaberg
Name/Title:	Manager, Cray Family Management, LLC, General Partner
Date:	08/21/2025

Seaberg Family Management, Inc.

Signature:	/s/ Karen Seaberg
Name/Title:	President
Date:	08/21/2025

Seaberg MGP Holdings, LP

Signature:	/s/ Karen Seaberg
Name/Title:	President, Seaberg Family Management, Inc., General Partner
Date:	08/21/2025

Laidacker M. Seaberg and Karen C. Seaberg Family Foundation

Signature:	/s/ Karen Seaberg
Name/Title:	President
Date:	08/21/2025

FAQ

How many MGPI shares does Karen Seaberg and affiliates beneficially own?

The reporting persons beneficially own 2,379,691 shares, representing 11.2% of the 21,292,736 shares outstanding used for the calculation.

What holdings does the Cray Partnership report in the 13D/A?

The Cray Partnership owns 1,748,733 shares, representing 8.2% of outstanding shares as reported.

What change was made to the Redemption Agreements?

The parties amended the Redemption Agreements to change the third delivery date from September 5, 2025 to September 5, 2026; the number of shares to be delivered then will be set by a formula using the market price five trading days before that date.

How many shares were delivered under the redemption schedule prior to the amendment?

Under the Redemption Agreements, the Cray Partnership delivered an aggregate of 101,683 shares on September 5, 2023 and 134,267 shares on September 5, 2024.

Does Karen Seaberg have voting power over shares held in trusts and foundations?

The filing states Karen Seaberg is sole trustee of certain revocable trusts and has sole voting and investment power over shares held by those trusts; she is also president and a board member of the Seaberg Family Foundation and has power to vote and dispose of the foundation's shares, though she does not have a pecuniary interest in those foundation shares.