0001493152-23-029476.txt : 20230818
0001493152-23-029476.hdr.sgml : 20230818
20230818203815
ACCESSION NUMBER: 0001493152-23-029476
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230816
FILED AS OF DATE: 20230818
DATE AS OF CHANGE: 20230818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rodsky Seth
CENTRAL INDEX KEY: 0001931393
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41025
FILM NUMBER: 231187100
MAIL ADDRESS:
STREET 1: 1888 CENTURY PARK EAST
STREET 2: SUITE 1440
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Strand Management Co
CENTRAL INDEX KEY: 0001933924
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41025
FILM NUMBER: 231187101
BUSINESS ADDRESS:
STREET 1: 1888 CENTURY PARK EAST
STREET 2: SUITE 1440
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: (310) 507-7025
MAIL ADDRESS:
STREET 1: 1888 CENTURY PARK EAST
STREET 2: SUITE 1440
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Strand Equity Partners III, LLC
CENTRAL INDEX KEY: 0001931395
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41025
FILM NUMBER: 231187102
BUSINESS ADDRESS:
STREET 1: 1888 CENTURY PARK EAST
STREET 2: SUITE 1440
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: (310) 507-7025
MAIL ADDRESS:
STREET 1: 1888 CENTURY PARK EAST
STREET 2: SUITE 1440
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
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
ownership.xml
X0508
4
2023-08-16
0
0001871149
Real Good Food Company, Inc.
RGF
0001931395
Strand Equity Partners III, LLC
1888 CENTURY PARK EAST, SUITE 1440
LOS ANGELES
CA
90067
0
0
1
0
0001933924
Strand Management Co
1888 CENTURY PARK EAST, SUITE 1440
LOS ANGELES
CA
90067
0
0
1
0
0001931393
Rodsky Seth
C/O STRAND EQUITY PARTNERS III, LLC
1888 CENTURY PARK EAST, SUITE 1440
LOS ANGELES
CA
90067
0
0
1
0
0
Class A Common Stock
2023-08-16
4
S
0
19838
4.26
D
35163
D
Class A Common Stock
2023-08-17
4
S
0
2002
4.25
D
33161
D
Class A Common Stock
2023-08-18
4
S
0
28495
4.26
D
4666
D
Class A Common Stock
2023-08-18
4
C
0
250000
0
A
254666
D
Class B Common Stock
2023-08-18
4
C
0
250000
0
D
955776
D
Class B Units
0.00
2023-08-18
4
C
0
250000
0
A
Class A Common Stock
250000
955776
D
This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $4.25 to $4.38, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $4.25 to $4.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by SEP III, LLC (as defined below) upon the conversion of 250,000 Class B Units (the "Class B Units") of Real Good Foods, LLC ("RGF, LLC"), owned by SEP III, LLC. Concurrent with this conversion of Class B Units into Class A Shares, 250,000 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 (4), (5), and (6).
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.
(Continued from Footnote 4) 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. See footnote (6) below.
(Continued from Footnote 5) At SEP III, LLC'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.
Strand Management Company ("SMC") is the sole manager of Strand Equity Partners III, LLC ("SEP III") and Seth Rodsky is the President of SMC, and as such, SMC and Mr. Rodsky may be deemed to share voting and dispositive power with respect to any securities beneficially owned by SEP III. SMC and Mr. Rodsky disclaim beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that either SMC or Mr. Rodsky is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
Strand Equity Partners III, LLC By Strand Management Company By: /s/ Seth Rodsky
2023-08-18
Strand Management Company By: /s/ Seth Rodsky
2023-08-18
Seth Rodsky /s/ Seth Rodsky
2023-08-18