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: Winstanley Mary Kathryn (Vice President of Marketing)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13063	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$7.10		Common Stock (2088)		Direct
Option to purchase Common Stock	$6.27	2016-10-31	Common Stock (7171)		Direct
Option to purchase Common Stock	$7.10	2020-12-31	Common Stock (7920)		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: The option vests in five equal annual installments beginning October 31, 2007.

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