Freshpet, Inc. — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2015-08-17

Reporting Person: KAYNE RICHARD A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Common Stock	J	201702	—	Disposed	3331091	Indirect
2015-08-17	Common Stock	J	78972	—	Acquired	309564	Indirect
2015-08-17	Common Stock	J	34076	—	Acquired	34076	Indirect

Footnotes

F1: Completion of the first distribution to members of Freshpet Investors, LLC ("FPI") pursuant to the Selldown Agreement entered into between FPI and the Company in connection with the initial public offering, and includes only shares distributed to persons who may be deemed affiliates.

F2: Such shares are owned by FPI. Kayne Anderson Capital Advisors, LP ("KACALP") is a managing member of FPI and shares voting and investment management power over such shares held by FPI. Richard Kayne is the majority owner and chairman of KACALP. Mr. Kayne disclaims beneficial ownership of all shares held or controlled by FPI except to the extent of his pecuniary interest therein.

F3: In-kind distribution which represents the Reporting Person's pecuniary interest in the distribution from FPI.

F4: In-kind distribution to KACALP as managing member of FPI. The Reporting Person is the majority owner and Chairman of KACALP and may be deemed to beneficially own the shares held by KACALP. The Reporting Person disclaims beneficial ownership of the securities held by KACALP, except to the extent of his pecuniary interest therein.