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: MIDOCEAN ASSOCIATES SPC (10% Owner)
Reporting Person: VIRTUE J EDWARD (10% Owner)
Reporting Person: ULTRAMAR CAPITAL LTD (10% Owner)
Reporting Person: MIDOCEAN PARTNERS III L P (10% Owner)
Reporting Person: MIDOCEAN PARTNERS III-A L P (10% Owner)
Reporting Person: MIDOCEAN PARTNERS III-D L P (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$7.10		Common Stock (8679625)		Direct

Footnotes

F1: 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.

F2: Includes 7,258,033 shares of Series C Preferred Stock (convertible into 5,368,041 shares of Common Stock) held by MidOcean Partners III, L.P., 3,858,653 shares of Series C Preferred Stock (convertible into 2,853,859 shares of Common Stock) held by MidOcean Partners III-A, L.P. and 618,883 shares of Series C Preferred Stock (convertible into 457,725 shares of Common Stock) held by MidOcean Partners 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. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities.

F3: (Continued from footnote 2) 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, although each of Associates, US Advisor and Mr. Virtue disclaims beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein.

F4: 1,290,408 shares of Series C Preferred 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 is obligated to pay 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 will continue to accrue until the guarantee is terminated upon repayment of the credit facility.