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: KAYNE RICHARD A (10% Owner)

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	Common Stock	C	230952	$7.10	Acquired	230952	Indirect
2014-11-13	Series B Preferred Stock	J	112160	$312.05	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Series C Preferred Stock	$7.10	J	2875	Acquired		Common Stock (2126)	Indirect
2014-11-13	Series C Preferred Stock	$7.10	C	311780	Disposed		Common Stock (230592)	Indirect
2014-11-13	Series C Preferred Stock	$7.10	C	1266186	Disposed		Common Stock (936471)	Indirect

Footnotes

F1: 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.

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: 2,875 shares of Series C Preferred Stock (convertible into 2,126 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.

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.