Freshpet, Inc. — Major Shareholding Notification 2016

May 9, 2016

SC 13D/A 1 dp65606_sc13da.htm FORM SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Freshpet,
Inc.
(Name of Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
358039105
(CUSIP Number)
Michael Tuchschmid Jacobs Holding AG Seefeldquai 17 P.O. Box CH-8034 Zurich, Switzerland +41 44 388 61 61
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1; Options: NewSection; Value: 1

Page Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

CUSIP No. — 1.	Names of Reporting Persons Jacobs Holding AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ N/A
6.	Citizenship or Place of Organization Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH	7.	Sole Voting Power 2,245,254
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 2,245,254
	10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,245,254
12.	Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6 . 69% (1)
14.	Type of Reporting Person (See Instructions) CO

(1) The calculation of this percentage is based on 33,538,485 shares of Common Stock outstanding as of April 20, 2016, which number the Issuer reported in its 10-K Amendment (as discussed in Item 5 of this Schedule 13D).

Field: Page; Sequence: 2; Value: 1

Page Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D relating to the common stock, $0.001 par value per share (the “Common Stock”) of Freshpet, Inc., a Delaware corporation (the “Issuer”) filed on April 29, 2016 (the “Initial Schedule 13D” and, as amended by this Amendment, this “Schedule 13D”). Except as expressly indicated otherwise below, all items from the Initial Schedule 13D are unchanged. Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price for the shares of Common Stock to which this Schedule 13D relates was $-19,515,311. Such price was funded through Jacobs Holding’s internally generated funds.

Item 5. Interest in Securities of the Issuer

The first paragraph of Item 5(a) of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) The information relating to the beneficial ownership of Common Stock by Jacobs Holding set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference. Jacobs Holding has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 2,245,254 shares of Common Stock, representing approximately 6.69% of the shares of Common Stock based on 33,538,485 shares of Common Stock outstanding as of April 20, 2016, which number the Issuer reported in an amendment to its Form 10-K for the fiscal year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission on April 29, 2016 (the “10-K Amendment”).

Item 5(c) of the Initial Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph therein:

(c) Information concerning transactions in the Common Stock since April 29, 2016 by the parties named in Item 5(a) above is set forth on Schedule B.

Schedule B to the Initial Schedule 13D is hereby amended and supplemented by adding the contents of Schedule B to this Amendment to such schedule.

Field: Page; Sequence: 3; Value: 1

Page Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: May 9, 2016

/s/ Michael Tuchschmid
Name:	Michael Tuchschmid
Title:	Chief Financial Officer

Field: Page; Sequence: 4; Value: 1

Page Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

SCHEDULE B

TRANSACTIONS IN SHARES OF THE ISSUER SINCE APRIL 29, 2016

| Name
of Transacting Person | Date
of Transaction | Number
of Shares Purchased | Nature
of Purchase | Price
Per Share | Aggregate Purchase Price |
| --- | --- | --- | --- | --- | --- |
| Jacobs Holding AG | 2-May-16 | 98,000 | Open Market | 8.36 | 819,260.40 |
| Jacobs Holding AG | 3-May-16 | 35,467 | Open Market | 8.13 | 288,339.62 |
| Jacobs Holding AG | 4-May-16 | 128,000 | Open Market | 8.14 | 1,041,676.80 |
| Jacobs Holding AG | 5-May-16 | 73,000 | Open Market | 8.50 | 620,602.20 |
| Jacobs Holding AG | 6-May-16 | 33,489 | Open Market | 8.72 | 292,087.71 |
| Total | | 367,956 | | | $3,061,966.73 |

Field: Page; Sequence: 5; Options: Last

Page Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page