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