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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COBEN LAWRENCE S
(Last) (First) (Middle)
C/O FRESHPET, INC.
400 PLAZA DRIVE, FLOOR 1
(Street)
SECAUCUS NJ 07094
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Freshpet, Inc. [ FRPT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2014 C 5,635 A $7.1 5,635 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock $7.1 11/13/2014 J(1) 70 (2) (2) Common Stock 52 $0.00 7,619 D
Series C Preferred Stock $7.1 11/13/2014 C 7,619 (2) (2) Common Stock 5,635 $0.00 0 D
Explanation of Responses:
1. The 70 shares of Series C Preferred Stock (convertible into 52 shares of Common Stock) 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 paid 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 accrued guarantee accrued until November 13, 2014, the date the guarantee was terminated in connection with the repayment of the credit facility.
2. The Series C Preferred Stock was 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 was 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 was adjusted for a 1-for-0.7396 stock split.
Remarks:
/s/ Richard A. 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 4 (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/ Lawrence S. Coben
                                        ----------------------------------------
                                        Lawrence S. Coben