Freshpet, Inc. — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2015-11-18

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)
Reporting Person: MidOcean US Advisor, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-18	Common Stock	P	210750	$6.2628	Acquired	7151750	Indirect
2015-11-19	Common Stock	P	98070	$6.3316	Acquired	7249820	Indirect
2015-11-20	Common Stock	P	35000	$6.8497	Acquired	7284820	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.12 to $6.30. The reporting person undertakes to provide to Freshpet, Inc., any security holders of Freshpet, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in Footnotes (1), (2) and (3) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.40.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.695 to $6.950.

F4: Following the transactions reported on this Form 4, 4,503,859 shares of Common Stock are held by MidOcean Partners III, L.P., 2,394,425 shares of Common Stock are held by MidOcean Partners III-A, L.P. and 384,036 shares of Common Stock are 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, and holds 2,500 shares of restricted Common Stock that were awarded to US Advisor under the Issuer's 2014 Omnibus Incentive Plan for director services provided by Jonathan Marlow,

F5: (Continued from footnote 4) an employee of US Advisor, and vest on the first anniversary of the grant date, subject to the continued service of Jonathan Marlow (or another appointee of MidOcean Partners) on the Board of Directors of the Issuer at such date. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities and the restricted Common Stock held by US Advisor. 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 and Mr. Virtue may be deemed to have beneficial ownership of the shares of restricted Common Stock held by US Advisor.

F6: (Continued from footnote 5) Each of Associates, US Advisor and Mr. Virtue disclaim beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein.