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SEC FORM 3/A 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*
THOMPSON RICHARD C
(Last) (First) (Middle)
C/O FRESHPET, INC.
400 PLAZA DRIVE, FLOOR 1
(Street)
SECAUCUS NJ 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
11/06/2014
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock(1) (2) (2) Common Stock 330,538 7.1 I See Footnote(3)
Series C Preferred Stock(1) (2) (2) Common Stock 15,748 7.1 D
Explanation of Responses:
1. The Form 3 filed by the Reporting Person on November 6, 2014 erroneously stated that 21,292 shares of Series C Preferred Stock were indirectly held by the Reporting Person through Thompson Holdings, LLP when, in fact, the shares were directly held by the Reporting Person. The first line item in this Form 3/A reflects the reduction in the number of shares of Series C Preferred Stock indirectly held by the Reporting Person and the second line item in this Form 3/A reflects the addition of those shares of Series C Preferred Stock as directly held by the Reporting Person.
2. 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.
3. The Reporting Person has voting and investment power over 140,276 shares of Common Stock and 37,550 shares of Series C Preferred Stock (convertible into 27,771 shares of Common Stock) held of record by Thompson Holdings, LLP. The Reporting Person has voting and investment power over 409,366 shares of Series C Preferred Stock (convertible into 302,767 shares of Common Stock) held of record by Thompson FP Food, LLC.
Remarks:
/s/ Richard Kassar, as Attorney-in-fact for the Reporting Person 11/17/2014
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      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 as the 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 6th day of November 2014.

                                        /s/ Richard C. Thompson
                                        ----------------------------------------
                                        Richard C. Thompson