0001209191-14-069372.txt : 20141117 0001209191-14-069372.hdr.sgml : 20141117 20141117204646 ACCESSION NUMBER: 0001209191-14-069372 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141106 FILED AS OF DATE: 20141117 DATE AS OF CHANGE: 20141117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Freshpet, Inc. CENTRAL INDEX KEY: 0001611647 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 201884894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 201-520-4000 MAIL ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYNE RICHARD A CENTRAL INDEX KEY: 0000884413 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141229300 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-11-06 0 0001611647 Freshpet, Inc. FRPT 0000884413 KAYNE RICHARD A 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 1 0 Common Stock 5356784 I See Series B Preferred Stock 112160 I See Series C Preferred Stock 7.10 Common Stock 936471 I See Series C Preferred Stock 7.10 Common Stock 228466 I See Such shares are owned by Freshpet Investors LLC. Kayne Anderson Capital Advisors L.P. is a managing member of Freshpet Investors LLC and shares voting and investment power over such shares held by Freshpet Investors LLC. Richard Kayne is the managing partner of Kayne Anderson Capital Advisors L.P. Mr. Kayne disclaims beneficial ownership of all shares held or controlled by Freshpet Investors LLC except to the extent of his pecuniary interest therein. The Series C Preferred Stock is convertible at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) in effect at the time of conversion. The Common Stock underlying the Series C Preferred Stock has been adjusted for a 1-for-0.7396 stock split. 308,906 shares of Series C Preferred Stock are owned by the Richard and Suzanne Kayne Living Trust u/t/d 1/14/99 and were received as fees under the Amended and Restated Fee and Reimbursement Agreement, dated as of April 15, 2013, as amended (the "Fee and Reimbursement Agreement"). Pursuant to the Fee and Reimbursement Agreement, the Issuer is obligated to pay each guarantor a contingent fee equal to 10% per annum of the amount each guarantor committed to guarantee. The number of shares of Series C Preferred Stock issuable in respect of the Reporting Person's guarantee will continue to accrue until the guarantee is terminated upon repayment of the credit facility. /s/ Richard Kassar, as Attorney-in-fact for the Reporting Person 2014-11-17 EX-24 2 attachment1.htm EX-24 DOCUMENT


                                                                      EXHIBIT 24

                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS


      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes
and appoints Richard Kassar signing singly, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

(1)   prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
      (including any amendments thereto) with respect to the securities of
      Freshpet, Inc., a Delaware corporation, or any successor thereto (the
      "Company"), with the U.S. Securities and Exchange Commission, any national
      securities exchanges and the Company, as considered necessary or advisable
      under Section 16(a) of the Securities Exchange Act of 1934 and the rules
      and regulations promulgated thereunder, as amended from time to time (the
      "Exchange Act");

(2)   seek or obtain, as the undersigned's representative and on the
      undersigned's behalf, information of transactions in the Company's
      securities from any third party, including brokers, employee benefit plan
      administrators and trustees, and the undersigned hereby authorizes any
      such person to release any such information to the undersigned and
      approves and ratifies any such release of information; and

(3)   perform any and all other acts which in the discretion of such
      attorney-in-fact is necessary or desirable for and on behalf of the
      undersigned in connection with the foregoing.

      The undersigned acknowledges that:

(1)   this Power of Attorney authorizes, but does not require, such
      attorney-in-fact to act in his discretion on information provided to such
      attorney-in-fact without independent verification of such information;

(2)   any documents prepared and/or executed by such attorney-in-fact on behalf
      of the undersigned pursuant to this Power of Attorney will be in such form
      and will contain such information and disclosure as such attorney-in-fact,
      in his or her discretion, deems necessary or desirable;

(3)   neither the Company nor such attorney-in-fact assumes (i) any liability
      for the undersigned's responsibility to comply with the requirement of the
      Exchange Act, (ii) any liability of the undersigned for any failure to
      comply with such requirements, or (iii) any obligation or liability of the
      undersigned for profit disgorgement under Section 16(b) of the Exchange
      Act; and

(4)   this Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under the
      Exchange Act, including without limitation the reporting requirements
      under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes asthe undersigned might
or could do if present, hereby ratifying all that such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.


                                    * * * * *

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of November 2014.


                                            /s/ Richard Kayne
                                            ------------------------------------
                                            Richard Kayne