SEC Filing – Freshpet

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KASSAR RICHARD A

(Last)

(First)

(Middle)

C/O FRESHPET, INC.

400 PLAZA DRIVE, FLOOR 1

(Street)

SECAUCUS,

07094

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2014

3. Issuer Name and Ticker or Trading Symbol
Freshpet, Inc. [ FRPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	159,331	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	34,463	7.1	D
Series C Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	21,300	7.1	I	See Footnotes⁽²⁾
Option to purchase Common Stock	⁽³⁾	10/31/2016	Common Stock	13,979	6.27	D
Option to purchase Common Stock	⁽⁴⁾	02/28/2020	Common Stock	32,012	8.87	D
Option to purchase Common Stock	⁽⁵⁾	12/31/2020	Common Stock	15,125	7.1	D

Explanation of Responses:

1. 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.

2. The Reporting Person may be deemed to beneficially own these shares and options through Richard Kassar LLC. The Reporting Person disclaims beneficial ownership of such shares held or controlled by Richard Kassar LLC except to the extent of his pecuniary interest therein.

3. The option vests in five equal annual installments beginning October 31, 2007.

4. The option vests in five equal annual installments beginning March 31, 2011.

5. The option vests in four equal annual installments beginning December 31, 2011.

Remarks:

	/s/Richard A. Kassar	11/06/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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