0001493152-23-033374.txt : 20230921 0001493152-23-033374.hdr.sgml : 20230921 20230921193811 ACCESSION NUMBER: 0001493152-23-033374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230919 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 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: 231269998 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: 231269999 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: 231270000 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 2023-09-19 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 2023-09-19 4 S 0 1880 4.00 D 0 D Class A Common Stock 2023-09-19 4 C 0 250000 0 A 250000 D Class B Common Stock 2023-09-19 4 C 0 250000 0 D 705776 D Class B Units 0.00 2023-09-19 4 C 0 250000 0 A Class A Common Stock 250000 705776 D 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 (2), (3), and (4). 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 2) 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 (4) below. (Continued from Footnote 3) 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 2023-09-21 Strand Management Company By: /s/ Seth Rodsky 2023-09-21 Seth Rodsky /s/ Seth Rodsky 2023-09-21