** Shares of egg producer Cal-Maine Foods CALM.O down 2.7% to $93.94 premarket after secondary offering priced

** Ridgeland, Mississippi-based co late Tues announced ~3 mln shares sold by the founder's family at $92.75, a 3.9% discount to last sale

** Ahead of the offering, all Class A shares, which carried 10 votes/sh, were converted into common shares, resulting in CALM no longer being a "controlled company"

** Also, CALM to buy $50 mln worth, or 551,876 shares, from the selling stockholders, who are the four daughters of late founder Fred Adams, Jr., and Board Chair, Adolphus Baker, his son-in-law

** In Feb, CALM reached an agreement with founder's family members relating to potential diversification of their individual financial portfolios, and conversion of their Class A shares

** The share repurchase being made as part of co's $500 mln buyback program, authorized in Feb

** Prior to the offering, CALM had 49 mln total shares outstanding for ~$4.7 bln market cap

** Goldman Sachs is sole underwriter for the offering

** Last week, CALM announced fiscal Q3 results and said it is cooperating with a U.S. Justice Department probe into high egg prices and potential collusion among producers to raise them

** CALM shares hit record intraday high of $116.41 on Jan 21. Stock closed at $61.90 a year ago

(Lance Tupper is a Reuters market analyst. The views expressed are his own)

((lance.tupper@tr.com 1-646-279-6380))