0001209191-20-051597.txt : 20200922 0001209191-20-051597.hdr.sgml : 20200922 20200922204253 ACCESSION NUMBER: 0001209191-20-051597 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200922 FILED AS OF DATE: 20200922 DATE AS OF CHANGE: 20200922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pham Luan CENTRAL INDEX KEY: 0001819373 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39537 FILM NUMBER: 201190717 MAIL ADDRESS: STREET 1: C/O LAIRD SUPERFOOD, INC. STREET 2: 275 W. LUNDGREN MILL DRIVE CITY: SISTERS STATE: OR ZIP: 97759 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Laird Superfood, Inc. CENTRAL INDEX KEY: 0001650696 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 474373641 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 W. LUNDGREN MILL DR. CITY: SISTERS STATE: OR ZIP: 97759 BUSINESS PHONE: (541) 548-0577 MAIL ADDRESS: STREET 1: 275 W. LUNDGREN MILL DR. CITY: SISTERS STATE: OR ZIP: 97759 FORMER COMPANY: FORMER CONFORMED NAME: Laird Superfood, LLC DATE OF NAME CHANGE: 20150811 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-22 0 0001650696 Laird Superfood, Inc. LSF 0001819373 Pham Luan C/O LAIRD SUPERFOOD 275 W LUNDGREN MILL DR SISTERS OR 97759 0 1 0 0 CRMO Common Stock 120114 D Stock Option (right to buy) 2.00 2026-02-23 Common Stock 20000 D Series A-1 Preferred Stock Common Stock 4000 D Stock Option (right to buy) 7.50 2018-01-25 2028-01-24 Common Stock 5000 D Stock Option (right to buy) 12.315 2029-05-07 Common Stock 26666 D Stock Option (right to buy) 12.315 2029-05-07 Common Stock 9584 D Stock Option (right to buy) 13.05 2030-05-31 Common Stock 4024 D Stock option granted under the 2016 Stock Incentive Plan ("Stock Plan") on February 24, 2016 and became exercisable with respect to 25% of the shares of common stock on each of the four anniversaries of the date of grant. Each share of Laird Superfood, Inc. (the "Company") Series A-1 Preferred Stock is convertible on a one-to-two basis into shares of the Company's common stock at the holder's election and has no expiration date. The Series A-1 Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering. Stock option granted under the 2018 Equity Incentive Plan ("Equity Plan") on May 8, 2019 and became exercisable with respect to approximately 50% of the shares of common stock on June 1, 2019 and June 1, 2020. Stock option to purchase 53,334 shares of common stock granted under the Equity Plan on May 8, 2019. The options vest in six installments based on the achievement by the Company of certain performance criteria concerning monthly revenue benchmarks. The performance criteria for the first installment were met on December 1, 2019, resulting in vesting of the options as to 4,792 shares of common stock. The options will vest as to an additional 4,792 shares of common stock one year after the performance criteria for first installment were met, and there will be four installments that will vest upon the satisfaction of additional criteria. Stock option granted under the Equity Plan on June 1, 2020 and becomes exercisable with respect to 25% of the shares of common stock on each of the first four anniversaries of the date of grant. /s/ Andrew McCormick, as attorney-in-fact for Luan Pham 2020-09-22 EX-24.3_938233 2 poa.txt POA DOCUMENT Limited Power of Attorney Section 16 Reporting Obligations Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Valerie Ells, Andrew McCormick and Kim Ausk, or any of them acting singly, and with full power of substitution and re-substitution, the undersigneds true and lawful attorney in fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to: 1. Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; 2. Prepare, execute and submit to the SEC, Laird Superfood, Inc. (the "Company"), and/or any national securities exchange on which the Companys securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including Forms 3, 4 and 5 and Forms 144; and 3. Obtain, as the undersigneds representative and on the undersigneds behalf, information regarding transactions in the Companys equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. The undersigned acknowledges that: a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information; b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigneds responsibility to comply with the requirements of Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Forms 144 with respect to the undersigneds holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of July 17, 2020. Signature /s/Luan Pham Print Name Luan Pham