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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*
KAYNE RICHARD A
(Last) (First) (Middle)
1800 AVENUE OF THE STARS, 3RD FLOOR
(Street)
LOS ANGELES CA 90067
(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 X 10% Owner
Officer (give title below) Other (specify below)
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 5,356,784 I See(1)
Series B Preferred Stock 112,160 I See(1)
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(2) (2) (2) Common Stock 936,471 7.1 I See(1)
Series C Preferred Stock(2)(3) (2) (2) Common Stock 228,466 7.1 I See(3)
Explanation of Responses:
1. 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.
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. 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.
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 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