Freshpet, Inc. — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshpet, Inc. (FRPT)
CIK: 0001611647
Period of Report: 2016-05-10

Reporting Person: NORRIS CHARLES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	J	1600445	$0.00	Disposed	0	Indirect
2016-05-10	Common Stock	J	163012	$0.00	Acquired	563568	Indirect

Footnotes

F1: On May 10, 2016, Freshpet Investors, LLC ("FPI") completed a pro rata distribution to its investors, which is pursuant to the Selldown Agreement entered into between FPI and the Company in connection with the initial public offering. The Reporting Person is a managing member of FPI and may be deemed to beneficially own shares held by FPI as a result. The Reporting Person disclaims beneficial ownership of any shares held or controlled by FPI, including the shares distributed by FPI, except to the extent of his pecuniary interest therein.

F2: The Reporting Person beneficially owns the shares held by Norris Trust dtd 6/18/02, which acquired 163,012 shares as a result of the pro rata distribution of shares by FPI.