Freshpet, Inc. — Director's Dealing 2014

Nov 7, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2014-11-06

Reporting Person: THOMPSON RICHARD C (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	140276	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$7.10		Common Stock (346286)		Indirect
Option to purchase Common Stock	$7.10	2020-12-31	Common Stock (355102)		Direct

Footnotes

F1: The Reporting Person has voting and investment power over 140,276 shares of Common Stock and 58,842 shares of Series C Preferred Stock held of record by Thompson Holdings, LLP. The Reporting Person has voting and investment power over 409,366 shares of Series C Preferred C stock held of record by Thompson FP Food, LLC.

F2: The Series C Preferred Stock is 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 is 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 has been adjusted for a 1-for-0.7396 stock split.

F3: The option vests in four equal annual installments beginning December 31, 2011.