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: Morris Scott James (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock	C	3521	$7.10	Acquired	248111	Direct
2014-11-13	Common Stock	C	22540	$7.10	Acquired	22540	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Series C Preferred Stock	$7.10	C	4762	Disposed		Common Stock (3521)	Direct
2014-11-13	Series C Preferred Stock	$7.10	C	30476	Disposed		Common Stock (22540)	Indirect

Footnotes

F1: The Reporting Person beneficially owns these shares through Morris Mutts LLC. The Reporting Person disclaims beneficial ownership of such shares held or controlled by Morris Mutts LLC except to the extent of his pecuniary interest therein.

F2: 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.