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