SEC Form 4 · accession 0001437749-18-007330
Freshpet, Inc. · FRPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
J Edward Virtue
10% Owner
ULTRAMAR CAPITAL LTD
10% Owner
MIDOCEAN ASSOCIATES SPC
10% Owner
MIDOCEAN PARTNERS III L P
10% Owner
MIDOCEAN PARTNERS III-A L P
10% Owner
MIDOCEAN PARTNERS III-D L P
10% Owner
MidOcean US Advisor, L.P.
10% Owner
Period of report
Mar 30, 2018
Accepted (ET)
Apr 20, 2018 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611647
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 30, 2018 | A | 2,280 | $0.00 | A | 7,294,653 | I | See |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F14,503,859 shares of Common Stock are held by MidOcean Partners III, L.P. 2,394,425 shares of Common Stock are held by MidOcean Partners III-A, L.P. and 384,036 shares of Common Stock are held by MidOcean III-D, L.P. (collectively, the "MidOcean Entities"). MidOcean Associates, SPC by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III ("Associates") is the General Partner of each of the MIdOcean Entities. MidOcean US Advisor, L.P. ("US Advisor") provides investment advisory services to each of the MidOcean Entities and Associates, and has received 12,333 shares of restricted Common Stock that were awarded to US Advisor under the Issuer's 2014 Omnibus Incentive Plan for director services provided by Jonathan Marlow,
- F2Continued from footnote 1) an employee of MidOcean Partners. 10,053 of the shares of restricted Common Stock held by US Advisor have vested, with the remaining 2,280 shares to vest on the first anniversary of the grant date, subject to the continued service of Jonathan Marlow (or another appointee of MidOcean Partners) on the Board of Directors of the Issuer at such date. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities and the restricted Common Stock held by US Advisor. Accordingly, Associates, US Advisor and Mr. Virtue may be deemed to have beneficial ownership of the shares of common stock held by the MidOcean Entities and Mr. Virtue may be deemed to have beneficial ownership of the shares of restricted Common Stock held by US Advisor. Each of Associates, US Advisor and Mr. Virtue disclaim beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein.