0000899243-23-018551.txt : 20230828
0000899243-23-018551.hdr.sgml : 20230828
20230828193134
ACCESSION NUMBER: 0000899243-23-018551
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230725
FILED AS OF DATE: 20230828
DATE AS OF CHANGE: 20230828
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schreider Josh
CENTRAL INDEX KEY: 0001888101
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41025
FILM NUMBER: 231217631
MAIL ADDRESS:
STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155
CITY: CHERRYL HILL
STATE: NJ
ZIP: 08002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Real Good Food Company, Inc.
CENTRAL INDEX KEY: 0001871149
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 871280343
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155
CITY: CHERRY HILL
STATE: NJ
ZIP: 08002
BUSINESS PHONE: (856) 644-5624
MAIL ADDRESS:
STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155
CITY: CHERRY HILL
STATE: NJ
ZIP: 08002
FORMER COMPANY:
FORMER CONFORMED NAME: Project Clean, Inc.
DATE OF NAME CHANGE: 20210706
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-07-25
1
0001871149
Real Good Food Company, Inc.
RGF
0001888101
Schreider Josh
15280 N. BRILLIANT SKY PL.
MARANA
AZ
85658
0
0
1
0
0
Class A Common Stock
2023-07-25
4
C
0
150000
0.00
A
150000
D
Class B Common Stock
2023-07-25
4
C
0
150000
0.00
D
3306022
D
Class A Common Stock
2023-08-24
4
C
0
3306022
0.00
A
3456022
D
Class B Common Stock
2023-08-24
4
C
0
3306022
0.00
D
0
D
Class A Common Stock
2023-08-24
4
S
0
3456022
3.75
D
0
D
Class B Units
0.00
2023-07-25
4
C
0
150000
0.00
D
Class A Common Stock
150000
3306022
D
Class B Units
0.00
2023-08-24
4
C
0
3306022
0.00
D
Class A Common Stock
3306022
0
D
These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by the Reporting Person upon the conversion of 150,000 Class B Units of Real Good Foods, LLC (the "Class B Units"), the successor to The Real Good Food Company LLC ("RGF, LLC"), owned by the Reporting Person. Concurrent with this conversion of Class B Units into Class A Shares, 150,000 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Shares") were forfeited and cancelled. See footnotes (2) and (3).
In connection with the Issuer's initial public offering of the Class A Shares, the membership interests in RGF, LLC held by the members of RGF, LLC (each, a "Member") converted into Class B Units, and the Issuer issued one Class B Share for each Class B Unit held by the Members. Class B Shares are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares are entitled to one vote per share on all matters to be voted on by holders of the Class A Shares.
At the Reporting Person's election, the Class B Units are exchangeable on a one-for-one basis for Class A Shares, or, at the Issuer's election, cash equal to a volume weighted average market price of one Class A Share for each Class B Unit so exchanged, in each case subject to the terms of that certain Exchange Agreement, dated as of November 4, 2021, by and among the Issuer, RGF, LLC, and the Members from time to time parties thereto. Upon any exchange, cancellation, or redemption of Class B Units, one Class B Share is automatically forfeited and cancelled for each Class B Unit so exchanged, cancelled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire.
These Class A Shares were acquired by the Reporting Person upon the conversion of 3,306,022 Class B Units owned by the Reporting Person. Concurrent with this conversion of Class B Units into Class A Shares, 3,306,022 Class B Shares were forfeited and cancelled. See footnotes (2) and (3).
/s/ Amanda P. McFall, Attorney-in-Fact for Josh Schreider
2023-08-28