0001209191-14-069390.txt : 20141117
0001209191-14-069390.hdr.sgml : 20141117
20141117211006
ACCESSION NUMBER: 0001209191-14-069390
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: ULTRAMAR CAPITAL LTD
CENTRAL INDEX KEY: 0001268106
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229353
BUSINESS ADDRESS:
STREET 1: C/O MIDOCEAN PARTNERS
STREET 2: 320 PARK AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2124971400
MAIL ADDRESS:
STREET 1: C/O MIDOCEAN PARTNERS
STREET 2: 320 PARK AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VIRTUE J EDWARD
CENTRAL INDEX KEY: 0001268105
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229354
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE
STREET 2: 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MIDOCEAN ASSOCIATES SPC
CENTRAL INDEX KEY: 0001268107
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229355
BUSINESS ADDRESS:
STREET 1: C/O MIDOCEAN PARTNERS
STREET 2: 320 PARK AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2124971400
MAIL ADDRESS:
STREET 1: C/O MIDOCEAN PARTNERS
STREET 2: 320 PARK AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III-D L P
CENTRAL INDEX KEY: 0001372839
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229356
BUSINESS ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-497-1400
MAIL ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III-A L P
CENTRAL INDEX KEY: 0001372838
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229357
BUSINESS ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-497-1400
MAIL ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III L P
CENTRAL INDEX KEY: 0001372837
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36729
FILM NUMBER: 141229358
BUSINESS ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-497-1400
MAIL ADDRESS:
STREET 1: 320 PARK AVE SUITE 1700
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-11-13
0
0001611647
Freshpet, Inc.
FRPT
0001268107
MIDOCEAN ASSOCIATES SPC
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
0001268105
VIRTUE J EDWARD
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
0001268106
ULTRAMAR CAPITAL LTD
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
0001372837
MIDOCEAN PARTNERS III L P
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
0001372838
MIDOCEAN PARTNERS III-A L P
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
0001372839
MIDOCEAN PARTNERS III-D L P
C/O MIDOCEAN PARTNERS LP
320 PARK AVE, SUITE 1600
NEW YORK
NY
10022
0
0
1
0
Common Stock
2014-11-13
4
C
0
8688500
7.10
A
8688500
I
See
Series C Preferred Stock
7.10
2014-11-13
4
J
0
12000
0.00
A
Common Stock
8875
11747569
I
See
Series C Preferred
7.10
2014-11-13
4
C
0
11747569
0.00
D
Common Stock
8688500
0
I
See
5,373,530 shares of Common Stock are held by MidOcean Partners III, L.P., 2,856,777 shares of Common Stock are held by MidOcean Partners III-A, L.P. and 458,193 shares of Common Stock are held by MidOcean Partners III-D, L.P. (collectively, the "MidOcean Entities"). MidOcean Associates, SPC by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III ("Associates") is the General Partner of each of the MidOcean Entities. MidOcean US Advisor, L.P. ("US Advisor") provides investment advisory services to each of the MidOcean Entities and Associates. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities.
(Continued from footnote 1) Accordingly, Associates, US Advisor and Mr. Virtue may be deemed to have beneficial ownership of the shares of common stock held by the MidOcean Entities, although each of Associates, US Advisor and Mr. Virtue disclaims beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein.
The 12,000 shares of Series C Preferred Stock (convertible into 8,875 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.
7,265,454 shares of Series C Preferred Stock (convertible into 5,373,530 shares of Common Stock) were held by MidOcean Partners III, L.P., 3,862,599 shares of Series C Preferred Stock (convertible into 2,856,777 shares of Common Stock) were held by MidOcean Partners III-A, L.P. and 619,516 (convertible into 458,193 shares of Common Stock) were held by MidOcean Partners III-D, L.P. (collectively, the "MidOcean Entities"). MidOcean Associates, SPC by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III ("Associates") is the General Partner of each of the MidOcean Entities. MidOcean US Advisor, L.P. ("US Advisor") provides investment advisory services to each of the MidOcean Entities and Associates. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities.
(Continued from footnote 5) Accordingly, Associates, US Advisor and Mr. Virtue may be deemed to have beneficial ownership of the shares of common stock held by the MidOcean Entities, although each of Associates, US Advisor and Mr. Virtue disclaims beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein.
MIDOCEAN ASSOCIATES, SPC, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director
2014-11-17
MIDOCEAN PARTNERS III, L.P., By: MidOcean Associates, SPC, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director
2014-11-17
MIDOCEAN PARTNERS III-A, L.P., By: MidOcean Associates, SPC, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director
2014-11-17
MIDOCEAN PARTNERS III-D, L.P., By: MidOcean Associates, SPC, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director
2014-11-17
ULTRAMAR CAPITAL LTD, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer, J. EDWARD VIRTUE, /s/ J. Edward Virtue
2014-11-17
J. EDWARD VIRTUE, /s/ J. Edward Virtue
2014-11-17