0001209191-14-067144.txt : 20141106 0001209191-14-067144.hdr.sgml : 20141106 20141106200949 ACCESSION NUMBER: 0001209191-14-067144 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141106 FILED AS OF DATE: 20141106 DATE AS OF CHANGE: 20141106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Freshpet, Inc. CENTRAL INDEX KEY: 0001611647 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 201884894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 201-520-4000 MAIL ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NORRIS CHARLES A CENTRAL INDEX KEY: 0001230730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202360 MAIL ADDRESS: STREET 1: 481 DENISON AVE CITY: LOS ANGELES STATE: CA ZIP: 90049 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-11-06 0 0001611647 Freshpet, Inc. FRPT 0001230730 NORRIS CHARLES A C/O FRESHPET, INC. 400 PLAZA DRIVE, FLOOR 1 SECAUCUS NJ 07094 1 0 0 0 Common Stock 5356784 I See footnote Series B Preferred Stock 112160 I See footnote Series C Preferred Stock 7.10 Common Stock 1059592 I See footnote The Reporting Person is a managing member of Freshpet Investors LLC and may be deemed to beneficially own the shares held by Freshpet Investors LLC as a result. The Reporting Person disclaims beneficial ownership of all of the shares held or controlled by Freshpet Investors LLC except to the extent of his pecuniary interest therein. The Series C Preferred Stock is convertible at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) in effect at the time of conversion. The Common Stock underlying the Series C Preferred Stock has been adjusted for a 1-for-0.7396 stock split. 166,470 shares of Series C Preferred Stock (convertible into 123,121 shares of Common Stock) were received as fees under the Amended and Restated Fee and Reimbursement Agreement, dated as of April 15, 2013, as amended (the "Fee and Reimbursement Agreement"). Pursuant to the Fee and Reimbursement Agreement, the Issuer is obligated to pay each guarantor a contingent fee equal to 10% per annum of the amount each guarantor committed to guarantee. The number of shares of Series C Preferred Stock issuable in respect of the Reporting Person's guarantee will continue to accrue until the guarantee is terminated upon repayment of the credit facility. The Reporting Person may be deemed to beneficially own 166,470 shares of Series C Preferred Stock (convertible into 123,121 shares of Common Stock) through Norris Trust dtd 6/18/02 and 1,266,186 shares of Series C Preferred Stock (convertible into 936,471 shares of Common Stock) through Freshpet Investors LLC. The Reporting Person disclaims beneficial ownership of all shares held or controlled by Freshpet Investors LLC or Norris Trust dtd 6/18/02 except to the extent of his pecuniary interest therein. /s/ Richard Kassar, as Attorney-in-fact for the Reporting Person 2014-11-06