Freshpet, Inc. — Director's Dealing 2014

Nov 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2014-11-13

Reporting Person: NORRIS CHARLES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock	C	936471	$7.10	Acquired	6293255	Indirect
2014-11-13	Series B Preferred Stock	J	112160	$312.05	Disposed	0	Indirect
2014-11-13	Common Stock	C	124279	$7.10	Acquired	124279	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Series C Preferred Stock	$7.10	J	1566	Acquired		Common Stock (1158)	Indirect
2014-11-13	Series C Preferred Stock	$7.10	C	168036	Disposed		Common Stock (124279)	Indirect
2014-11-13	Series C Preferred Stock	$7.10	C	1266186	Disposed		Common Stock (936471)	Indirect

Footnotes

F1: The Reporting Person is a managing member of Freshpet Investors LLC and may be deemed to beneficially own the shares held by Freshpet Investors LLC as a result. The Reporting Person disclaims beneficial ownership of all of the shares held or controlled by Freshpet Investors LLC except to the extent of his pecuniary interest therein.

F2: The Issuer redeemed all of its outstanding shares of its Series B Preferred Stock immediately following the consummation of its initial public offering.

F3: The 1,566 shares of Series C Preferred Stock (convertible into 1,158 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 until November 13, 2014, the date the guarantee was terminated in connection with the repayment of the credit facility.

F4: 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.