CALM Cal Maine Foods Inc

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

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Report of the Independent Registered Public Accounting Firm

To Participants and the Audit Committee of the

Cal-Maine Foods, Inc. KSOP

Jackson, Mississippi

We have audited the accompanying statements of net assets available for benefits of the Cal-Maine Foods, Inc. KSOP (the “Plan”) as of December 31, 2016 and 2015 , and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015 , and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Frost, PLLC

Little Rock, Arkansas

June 29, 2017

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CAL-MAINE FOODS, INC. KSOP

Statement of Net Assets Available for Benefits

December 31, 2016 and 2015

	2016				2015
Assets
Investments, at fair value	$	146,788,044			$	150,495,044
Notes receivable from participants	3,429,996				3,101,378
Net assets available for benefits	$	150,218,040			$	153,596,422

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CAL-MAINE FOODS, INC. KSOP

Statement of Changes in Net Assets Available for Benefits

For the Years Ended December 31, 2016 and 2015

	2016				2015
Additions
Investment income
Interest and dividend income
Interest	$	12,444			$	10,101
Dividends	3,731,024				6,129,020
Total interest and dividend income	3,743,468				6,139,121
Net change in fair value of investments	(3,126,402		)		17,073,447
Total investment income	617,066				23,212,568
Interest income on notes receivable from participants	134,977				121,818
Contributions
Employer contributions	2,888,281				2,586,529
Participant contributions	2,542,170				2,308,988
Rollover	1,027,136				763,603
Total contributions	6,457,587				5,659,120
Transfer from Delta Egg Farm, LLC 401(k) Plan	—				489,879
Total additions	7,209,630				29,483,385
Deductions
Benefits paid to participants	10,505,932				10,845,554
Administrative expenses	82,080				129,600
Total deductions	10,588,012				10,975,154
Net increase in net assets available for benefits	(3,378,382		)		18,508,231
Net assets available for benefits - beginning of year	153,596,422				135,088,191
Net assets available for benefits - end of year	$	150,218,040			$	153,596,422

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1.	Summary of Significant Plan Provisions

a.	General – The Plan covers substantially all employees of Cal-Maine Foods, Inc. and its subsidiaries (collectively, the “Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Effective January 1, 2015, the Delta Egg Farm, LLC 401(k) Plan was merged with the Plan.

b.

Eligibility – Each employee, except leased employees, collective bargaining employees, contract employees, and employees of independent contractors shall become eligible to participate in the Plan on the entry date next following or coinciding with the employee attaining 21 years of age and one year of service during which the employee accrues 1,000 hours or more of service. Entry dates are January 1, April 1, July 1 and October 1.

c.

Contributions – Participants may contribute a portion of pretax annual compensation, as defined by the Plan Document. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participant may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollovers). The Company made safe harbor nonelective contributions equal to 3% of compensation during the years ended December 31, 2016 and 2015 . These contributions are initially invested in Cal-Maine Foods, Inc. common stock. The Company can also make additional discretionary nonelective contributions. The Company did not make an additional contribution for the years ended December 31, 2016 or 2015 . Contributions are subject to certain Internal Revenue Service (“IRS”) limitations.

d.

Participant accounts – Each participant’s account is credited with the participant contributions and an allocation of (a) the Company’s contributions, (b) Plan earnings/losses, and is charged with applicable withdrawals and an allocation of administrative expenses. Allocations are based on the participant’s compensation, contributions or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

e.	Vesting – Participants are vested immediately in their contributions and Company safe harbor contributions plus actual earnings thereon.

f.	Investment options – Participants may direct the investment of their interest in the Plan into the investment options offered under the Plan. Participants may change their investment selections at any time via internet or direct phone access to the SunTrust Benefits Service Center.

g.

Notes receivable from participants – Participants may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of the vested interest in their account balance. Note terms range from one to five years or up to 15 years if for the purchase of a primary residence. The notes are secured by the balance in the participant’s account and bear interest at a rate determined by the Plan Administrative Committee equivalent to that charged by major financial institutions in the community. Principal and interest is paid ratably through weekly or biweekly payroll deductions.

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h.

Payment of benefits – Benefits are generally payable on termination, retirement, death or disability. If the participant’s vested balance is $1,000 or less, it will be automatically distributed. In-service withdrawals are allowed from all participant accounts if the participant has attained age 59½, at any time from a participant’s rollover account, or once a year from a participant’s non-safe harbor Company stock account and non-elective deferral Company Stock Account for participants with five or more years of participation.

i.	Voting rights of stock – Each participant shall have the right to direct the committee or trustee as to the manner in which whole and partial shares of the Company’s stock allocated to their accounts as of the record date are to be voted in each matter brought before an annual or special shareholders’ meeting.

j.	Termination of the Plan – Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

2.	Summary of Significant Accounting Policies

a.	Basis of accounting – The accompanying financial statements are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

b.	Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates.

c.	Investment valuation and income recognition – Investments are reported at fair value. See Note 3 for a discussion of fair value measurements.

d.	Notes receivable from participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued, but unpaid, interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan documents.

e.	Payment of benefits – Benefits are recorded when paid.

f.	Administrative expenses – Certain administrative and recordkeeping fees are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements.

g.	Subsequent event – Effective January 1, 2017 the Plan was amended to allow automatic enrollment. Each employee who satisfies the eligibility requirements and whose initial entry date to become a participant occurs on or after January 1, 2017 shall automatically be deemed to have made an automatic deferral of 3% unless the employee makes a contrary election.

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3.	Fair Value Measurements

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2	Inputs to the valuation methodology include:

•	quoted prices for similar assets or liabilities in active markets;

•	quoted prices for identical or similar assets or liabilities in inactive markets;

•	inputs other than quoted prices that are observable for the asset or liability; and

•	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2016 and 2015

The following table sets forth the Plan’s assets at fair value.

	Level 1				Level 2				Level 3				Total
December 31, 2016
Cal-Maine Foods, Inc. common stock	$	103,157,183			$	—			$	—			$	103,157,183
Interest-bearing cash	6,328,574				—				—				6,328,574
Mutual funds	35,844,649				—				—				35,844,649
Total assets in the fair
value hierarchy	$	145,330,406			$	—			$	—			145,330,406
Investments measured at net asset value*													1,457,638
Investment at fair value													$	146,788,044
	Level 1				Level 2				Level 3				Total
December 31, 2015
Cal-Maine Foods, Inc. common stock	$	114,706,437			$	—			$	—			$	114,706,437
Interest-bearing cash	5,867,330				—				—				5,867,330
Money market fund	—				7,630				—				7,630
Mutual funds	28,543,077				—				—				28,543,077
Total assets in the fair
value hierarchy	$	149,116,844			$	7,630			$	—			149,124,474
Investments measured at net asset value*													1,370,570
Investment at fair value													$	150,495,044

				Unfunded	Redemption	Redemption
	Fair Value			Commitments	Frequency	Notice Period
December 31, 2016
Common collective trust fund	$	1,457,638		N/A	Daily	None
December 31, 2015
Common collective trust fund	$	1,370,570		N/A	Daily	None

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4.	Tax Status

5.	Parties-in-Interest Transactions

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CAL-MAINE FOODS, INC. KSOP

PLAN NUMBER 001

EMPLOYER IDENTIFICATION NUMBER 64-0500378

Form 5500, Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

December 31, 2015

				Description of investment including
		Identity of issue, borrower,		maturity date, rate of interest,	Current
(a)	(b)	lessor or similar party	(c)	collateral, par or maturity value	(e) value
		Interest-bearing cash
*		SunTrust Bank		FDIC Insured Account	$	6,328,574
		Common collective trust funds
		Federated Investors		Capital Preservation Fund	1,457,638
		Mutual funds
		Blackrock		Inflation Protected Bond	1,010,801
		Goldman Sachs		Large-Cap Value Institutional	3,456,514
		Goldman Sachs		US Equity Insights	2,146,238
		Vanguard		Small Cap Index	338,912
		Vanguard		Mid Cap Index	323,332
		Vanguard		500 Index Fund	4,303,072
		Vanguard		Developed Markets Index Admiral	1,906,288
		Janus		Triton I	1,923,506
		MFS Family of Funds		Massachusetts Investors Growth Stock R6	954,589
		MFS Family of Funds		Total Return Bond R6	2,523,154
		MFS Family of Funds		Total Return Fund R6	2,054,365
		Nicholas		Equity Income I	1,778,603
		T. Rowe Price		Retirement I 2010 Fund I Class	1,492,253
		T. Rowe Price		Retirement I 2020 Fund I Class	3,868,972
		T. Rowe Price		Retirement I 2030 Fund I Class	5,009,895
		T. Rowe Price		Retirement I 2040 Fund I Class	2,321,751
		T. Rowe Price		Retirement I 2050 Fund I Class	432,404
		Total mutual funds			35,844,649
* Party-in-interest
Column (d) not applicable for participant directed investments.
See independent auditor's report.

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CAL-MAINE FOODS, INC. KSOP

PLAN NUMBER 001

EMPLOYER IDENTIFICATION NUMBER 64-0500378

Form 5500, Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

December 31, 2015

				Description of investment including
		Identity of issue, borrower,		maturity date, rate of interest,	Current
(a)	(b)	lessor or similar party	(c)	collateral, par or maturity value	(e) value
		Common stock
*		Cal-Maine Foods, Inc.		2,335,194 shares of common stock,
				$.01 par value	$	103,157,183
*		Participant loans		Interest rates from 3.25% to 4.50% with
				maturity dates from February 2017
				through September 2031	3,429,996
		Total			$	150,218,040
* Party-in-interest
Column (d) not applicable for participant directed investments.
See independent auditor's report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,  the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC. KSOP

Date:		June 29, 2017	/s/ Jim Golden
			Jim Golden
			Director of Human Resources

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EXHIBIT INDEX

Exhibit Number		Description
23		Consent of Independent Registered Public Accounting Firm

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