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: NORRIS CHARLES A (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5356784	Indirect
Series B Preferred Stock	112160	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$7.10		Common Stock (1059592)		Indirect

Footnotes

F1: The Reporting Person is a managing member of Freshpet Investors LLC and may be deemed to beneficially own the shares held by Freshpet Investors LLC as a result. The Reporting Person disclaims beneficial ownership of all of the shares held or controlled by Freshpet Investors LLC except to the extent of his pecuniary interest therein.

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: 166,470 shares of Series C Preferred Stock (convertible into 123,121 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 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.

F4: The Reporting Person may be deemed to beneficially own 166,470 shares of Series C Preferred Stock (convertible into 123,121 shares of Common Stock) through Norris Trust dtd 6/18/02 and 1,266,186 shares of Series C Preferred Stock (convertible into 936,471 shares of Common Stock) through Freshpet Investors LLC. The Reporting Person disclaims beneficial ownership of all shares held or controlled by Freshpet Investors LLC or Norris Trust dtd 6/18/02 except to the extent of his pecuniary interest therein.