0000899243-19-007039.txt : 20190311 0000899243-19-007039.hdr.sgml : 20190311 20190311163125 ACCESSION NUMBER: 0000899243-19-007039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190308 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MidOcean US Advisor, L.P. CENTRAL INDEX KEY: 0001628540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672672 BUSINESS ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-497-1400 MAIL ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III-D L P CENTRAL INDEX KEY: 0001372839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672673 BUSINESS ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-497-1400 MAIL ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III-A L P CENTRAL INDEX KEY: 0001372838 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672674 BUSINESS ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-497-1400 MAIL ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III L P CENTRAL INDEX KEY: 0001372837 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672675 BUSINESS ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-497-1400 MAIL ADDRESS: STREET 1: 320 PARK AVE SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ULTRAMAR CAPITAL LTD CENTRAL INDEX KEY: 0001268106 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672676 BUSINESS ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124971400 MAIL ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIRTUE J EDWARD CENTRAL INDEX KEY: 0001268105 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672677 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDOCEAN ASSOCIATES SPC CENTRAL INDEX KEY: 0001268107 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 19672678 BUSINESS ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124971400 MAIL ADDRESS: STREET 1: C/O MIDOCEAN PARTNERS STREET 2: 320 PARK AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Freshpet, Inc. CENTRAL INDEX KEY: 0001611647 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 201884894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 201-520-4000 MAIL ADDRESS: STREET 1: 400 PLAZA DRIVE, 1ST FLOOR CITY: SECAUCUS STATE: NJ ZIP: 07094 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-08 1 0001611647 Freshpet, Inc. FRPT 0001268107 MIDOCEAN ASSOCIATES SPC C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001268105 VIRTUE J EDWARD C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001268106 ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372837 MIDOCEAN PARTNERS III L P C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372838 MIDOCEAN PARTNERS III-A L P C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372839 MIDOCEAN PARTNERS III-D L P C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001628540 MidOcean US Advisor, L.P. C/O MIDOCEAN PARTNERS 320 PARK AVENUE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 Common Stock 2019-03-08 4 S 0 4000000 38.57 D 3294653 I See 2,030,000 shares of Common Stock are held by MidOcean Partners III, L.P. 1,079,226 shares of Common Stock are held by MidOcean Partners III-A, L.P. and 173,094 shares of Common Stock are held by MidOcean 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 has received 12,333 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. (Continued from footnote 1) 10,053 of the shares of restricted Common Stock held by US Advisor have vested, with the remaining 2,280 shares to 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 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 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. MIDOCEAN ASSOCIATES, SPC, by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director 2019-03-11 MIDOCEAN PARTNERS III, L.P., By: MidOcean Associates, SPC, by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director 2019-03-11 MIDOCEAN PARTNERS III-A, L.P., By: MidOcean Associates, SPC, by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director 2019-03-11 MIDOCEAN PARTNERS III-D, L.P., By: MidOcean Associates, SPC, by and on behalf of its Segregated Portfolio, MidOcean Partners Segregated Portfolio III, its general partner, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Managing Director 2019-03-11 MIDOCEAN US ADVISOR, L.P., /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer 2019-03-11 ULTRAMAR CAPITAL LTD., /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer 2019-03-11 J. EDWARD VIRTUE, /s/ J. Edward Virtue 2019-03-11