SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THOMPSON RICHARD C

(Last)

(First)

(Middle)

C/O FRESHPET, INC.

400 PLAZA DRIVE, FLOOR 1

(Street)

SECAUCUS

07094

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2014

3. Issuer Name and Ticker or Trading Symbol
Freshpet, Inc. [ FRPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/06/2014

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	330,538	$7.1	I	See Footnote⁽³⁾
Series C Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	15,748	$7.1	D

Explanation of Responses:

1. The Form 3 filed by the Reporting Person on November 6, 2014 erroneously stated that 21,292 shares of Series C Preferred Stock were indirectly held by the Reporting Person through Thompson Holdings, LLP when, in fact, the shares were directly held by the Reporting Person. The first line item in this Form 3/A reflects the reduction in the number of shares of Series C Preferred Stock indirectly held by the Reporting Person and the second line item in this Form 3/A reflects the addition of those shares of Series C Preferred Stock as directly held by the Reporting Person.

2. 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.

3. The Reporting Person has voting and investment power over 140,276 shares of Common Stock and 37,550 shares of Series C Preferred Stock (convertible into 27,771 shares of Common Stock) held of record by Thompson Holdings, LLP. The Reporting Person has voting and investment power over 409,366 shares of Series C Preferred Stock (convertible into 302,767 shares of Common Stock) held of record by Thompson FP Food, LLC.

Remarks:

	/s/ Richard Kassar, as Attorney-in-fact for the Reporting Person	11/17/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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