Freshpet, Inc. — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2015-05-05

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
2015-05-05	Common Stock	S	1750000	$20.34	Disposed	6941000	Indirect

Footnotes

F1: 4,291,219 shares of Common Stock are held by MidOcean Partners III, L.P., 2,281,377 shares of Common Stock are held by MidOcean Partners III-A, L.P. and 365,904 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 received 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,

F2: (Continued from footnote 1) 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. 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.