0001209191-14-069407.txt : 20141117
0001209191-14-069407.hdr.sgml : 20141117
20141117212114
ACCESSION NUMBER: 0001209191-14-069407
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141113
FILED AS OF DATE: 20141117
DATE AS OF CHANGE: 20141117
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: THOMPSON RICHARD C
CENTRAL INDEX KEY: 0001241675
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229378
MAIL ADDRESS:
STREET 1: 400 PLAZA DRIVE 1ST FLOOR
CITY: SECAUCUS
STATE: NJ
ZIP: 07094
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-11-13
0
0001611647
Freshpet, Inc.
FRPT
0001241675
THOMPSON RICHARD C
C/O FRESHPET, INC.
400 PLAZA DRIVE, FLOOR 1
SECAUCUS
NJ
07094
1
1
0
0
Chief Executive Officer
Common Stock
2014-11-13
4
C
0
15828
7.10
A
15828
D
Common Stock
2014-11-13
4
C
0
330538
7.10
A
470814
I
See Footnote
Series C Preferred Stock
7.10
2014-11-13
4
J
0
109
0.00
A
Common Stock
80
21401
D
Series C Preferred Stock
7.10
2014-11-13
4
C
0
21401
0.00
D
Common Stock
15828
0
D
Series C Preferred Stock
7.10
2014-11-13
4
C
0
446916
0.00
D
Common Stock
330538
0
I
See Footnote
The Reporting Person has voting and investment power over 140,276 shares of Common Stock and 58,842 shares of Series C Preferred Stock held of record by Thompson Holdings, LLP. The Reporting Person has voting and investment power over 409,366 shares of Series C Preferred C stock held of record by Thompson FP Food, LLC.
The 109 shares of Series C Preferred Stock (convertible into 80 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 paid 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 accrued until November 13, 2014, the date the guarantee was terminated in connection with the repayment of the credit facility.
The Series C Preferred Stock was 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 was 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 was adjusted for a 1-for-0.7396 stock split.
/s/ Richard A. Kassar, as Attorney-in-fact for the Reporting Person
2014-11-17