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