0000950103-16-012956.txt : 20160429 0000950103-16-012956.hdr.sgml : 20160429 20160429060910 ACCESSION NUMBER: 0000950103-16-012956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160429 DATE AS OF CHANGE: 20160429 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88490 FILM NUMBER: 161602358 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jacobs Holding AG CENTRAL INDEX KEY: 0001673281 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SEEFELDQUAI 17 STREET 2: P.O. BOX CH-8034 CITY: ZURICH STATE: V8 ZIP: 00000 BUSINESS PHONE: 41 44 388 61 61 MAIL ADDRESS: STREET 1: SEEFELDQUAI 17 STREET 2: P.O. BOX CH-8034 CITY: ZURICH STATE: V8 ZIP: 00000 SC 13D 1 dp65271_sc13d.htm FORM SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

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)

April 20, 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. o

*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).

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CUSIP No.

358039105

1.	Names of Reporting Persons Jacobs Holding AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
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

Sole Voting Power

1,877,298

Shared Voting Power

Sole Dispositive Power

1,877,298

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,877,298
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.60%⁽¹⁾
14.	Type of Reporting Person (See Instructions) CO

____________________

(1)	The calculation of this percentage is based on 33,536,940 shares of Common Stock outstanding as of March 8, 2016, which number the Issuer reported in its 10-K (as discussed in Item 5 of this Schedule 13D).

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Item 1. Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, $0.001 par value per share (the “Common Stock”) of Freshpet, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 400 Plaza Drive, 1st Floor, Secaucus, NJ 07094.

Item 2. Identity and Background

The name of the person filing this statement is Jacobs Holding AG, a corporation organized under the laws of Switzerland (“Jacobs Holding”). The address of the principal office of Jacobs Holding is Seefeldquai 17, 8008 Zurich, Switzerland, and the postal address is Seefeldquai 17, P.O. Box, 8034 Zurich, Switzerland.

Jacobs Holding is a global professional investment firm founded in 1994 by entrepreneur Klaus J. Jacobs, currently managing assets amounting to CHF 4 billion. The Co-Chairmen of the board of directors of Jacobs Holding (the “Board”) are Nicolas Jacobs and Philippe Jacobs. The name, business address, present principal occupation or employment, principal business address of such employer and citizenship of each director and executive officer, controlling person and director and executive officer of such controlling person of Jacobs Holding is set forth on Schedule A.

The share capital of Jacobs Holding is comprised of two classes of shares: (i) “Partizipationsscheine,” which carry all dividend and other economic rights, including, but not limited to, any proceeds from the dissolution of Jacobs Holding and (ii) “Namenaktien,” which carry all the voting rights and no economic rights. All Partizipationsscheine are held by the Jacobs Foundation, a charitable foundation organized under the laws of Switzerland. Jacobs Familienrat, a non-profit verein organized under the laws of Switzerland, owns 89.9% of the Namenaktien and the Jacobs Foundation owns the remaining 10.1%. While Jacobs Familienrat is considered to be a controlling person of Jacobs Holding by virtue of its ownership of a majority of Jacobs Holding’s outstanding Namenaktien, all the investment and voting decisions with respect to Jacobs Holding’s shares of Common Stock are made by Jacobs Holding. As such, Jacobs Familienrat is not considered to be a beneficial owner of such shares of Common Stock. The President of Jacobs Familienrat is Renata Jacobs.

During the last five years, none of Jacobs Holding, and to the best of Jacobs Holding’s knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in Items 5 and 6 is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price for the shares of Common Stock to which this Schedule 13D relates was $16,453,344. Such price was funded through Jacobs Holding’s internally generated funds.

Item 4. Purpose of Transaction

The shares of Common Stock to which this statement relates were acquired by Jacobs Holding with the intent to hold such shares for investment purposes. Consistent with these investment purposes, Jacobs Holding may have discussions from time to time with management, members of the board of directors and other shareholders of the Issuer, and may make suggestions and give advice to the Issuer, or make proposals, including with respect to board representation and, more generally, board composition, and with respect to strategic matters, such as potential changes to the Issuer’s operations through the expansion of the Issuer’s business into new product offerings and/or geographic markets, or to the Issuer’s capital structure through capital increases from Jacobs Holding or otherwise, as a means of enhancing shareholder value. Such discussions may relate to one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934 (the “Exchange Act”).

In addition, Jacobs Holding intends to review its holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Issuer, business prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors deemed

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relevant, Jacobs Holding reserves the right to make further purchases of Common Stock from time to time, to dispose of any or all of the shares of Common Stock held by it at any time or to formulate, make and/or implement other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed advisable in light of its review. Jacobs Holding has engaged and/or may in the future engage legal and financial advisors to assist it in this ongoing review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Issuer.

Except as otherwise set forth in this Item 4, Jacobs Holding does not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D under the Exchange Act.

Item 5. Interest in Securities of the Issuer

(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 1,877,298 shares of Common Stock, representing approximately 5.60% of the shares of Common Stock based on 33,536,940 shares of Common Stock outstanding as of March 8, 2016, which number the Issuer reported in its Form 10-K for the fiscal year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission on March 14, 2016 (the “10-K”).

In addition, Patrick De Maeseneire, Chief Executive Officer of Jacobs Holding, beneficially owns 5,000 shares of Common Stock, representing approximately 0.01% of Common Stock outstanding. Jacobs Holding expressly disclaims any direct or indirect beneficial ownership in the shares of Common Stock owned by Patrick De Maeseneire and disclaims any “group” status with Patrick De Maeseneire. Patrick De Maeseneire likewise expressly disclaims any direct or indirect beneficial ownership in the shares of Common Stock beneficially owned by Jacobs Holding and disclaims any “group” status with Jacobs Holding.

Except as set forth in this Item 5(a), none of Jacobs Holding and, to the best of its knowledge, any persons named in Schedule A hereto, beneficially owns any Common Stock.

(b) Jacobs Holding has sole power to vote and to dispose of its shares of Common Stock. Patrick De Maeseneire also has sole power to vote and to dispose of his shares of Common Stock.

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

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Schedule 13D.

(e) Not applicable.

The information set forth in Items 2 and 6 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Insider Trading Policy

Jacobs Holding currently has in place an Insider Trading Policy (the “Insider Trading Policy”), which seeks to prevent the misuse of insider information by all directors, officers and employees of Jacobs Holding, as well as members of its Investment Committee and Advisory Board (the “Covered Persons”). Pursuant to the Insider Trading Policy, Jacobs Holding has instituted a general ban on insider trading by the Covered Persons and the Covered Persons are subject to various restrictions and/or prohibitions on their trading of certain securities. Covered Persons must also receive approval from Jacobs Holding for any trading in securities of companies designated from time to time by Jacobs Holding. As such, Jacobs Holding has (and from time to time, may have) veto rights over transactions by Covered Persons, including Patrick De Maeseneire, in securities of the Issuer.

The foregoing description of the Insider Trading Policy does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 1.

To the best knowledge of Jacobs Holding, except as disclosed above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Jacobs Holding and any other person or entity referred to

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in Item 2 (including those listed in Schedule A), and between such persons and any person with respect to any securities of the Issuer (including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities, other than disclosure of standard default and similar provisions contained in loan agreements), including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 1*

Insider Trading Policy of Jacobs Holding.

*Portions of this exhibit have been omitted pursuant to a request for confidential treatment. These portions have been filed separately with the Securities and Exchange Commission.

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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: April 29, 2016


JACOBS HOLDING AG

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

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SCHEDULE A

CERTAIN INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS OF
JACOBS HOLDING AG AND JACOBS FAMILIENRAT

Directors and Executive Officers of Jacobs Holding. The following table sets forth the name, business address, citizenship, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each director and executive officer of Jacobs Holding. Unless otherwise indicated, the current business address of each person is Seefeldquai 17, P.O. Box CH-8034, Zurich, Switzerland.

Name	Citizenship	Office	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Nicolas Jacobs	Switzerland	Co-Chairman of the Board	Nicolas Jacobs has served as a member of the Board since 2008 and as the Co-Chairman of the Board since April 2015. Mr. Jacobs currently serves as a managing partner of Consumer Investment Partners, a private equity company focused on investments in the consumer goods space, a position he has held since 2015. In addition, Mr. Jacobs has served as a member of the board of directors of Barry Callebaut AG since 2012, where he previously served from 2008 to 2011 as a managing director for South American cocoa and chocolate operations.
Philippe Jacobs	Switzerland	Co-Chairman of the Board	Philippe Jacobs has served as a member of the Board since 2008 and as the Co-Chairman of the Board since April 2015. Mr. Jacobs currently serves as an investment director at Aalto Invest, where he focuses on the firm’s public equity investments, a position he has held since November 2011.
W. Andreas Jacobs	Germany	Director	W. Andreas Jacobs has served as a member of the Board since 2004, and previously served as its Co-Chairman until stepping down in March 2015. Mr. Jacobs currently serves as the Chairman of Barry Callebaut AG, a position he has held since December 2005.
Patrick Firmenich	Switzerland	Director	Patrick Firmenich has served as a member of the Board since 2015. Mr. Firmenich currently serves as the Vice-Chairman of Firmenich International SA, a position he has held since October 2014. Prior to this, Mr. Firmenich served as the Chief Executive Officer of Firmenich International SA for over 12 years.
Renata Jacobs	Switzerland	Director	Renata Jacobs has served as a member of the Board since 2008. Ms. Jacobs currently serves as the President of the Jacobs Familienrat, a position she has held since 2008.
Conrad Meyer	Switzerland	Director	Conrad Meyer has served as a member of the Board since 2000. Mr. Meyer served as a professor at the University of Zurich from 1991 until his retirement in 2014. As of 2014, Mr. Meyer holds the title of professor emeritus at the University of Zurich.
Patrick De Maeseneire	Belgium	Chief Executive Officer	Patrick De Maeseneire joined Jacobs Holding in November 2015 as its Chief Executive Officer. Prior to joining Jacobs Holding, Mr. De Maeseneire served as the Chief Executive Officer of Adecco S.A. from 2009 until 2015 and as the Chief Executive Officer of Barry Callebaut AG from 2002 until 2009.
Michael Tuchschmid	Switzerland	Chief Financial Officer	Michael Tuchschmid joined Jacobs Holding in January 2009 as Corporate Secretary and was appointed Chief Financial Officer in 2016. Prior to joining Jacobs Holding, Mr. Tuchschmid held various positions in the legal industry, including working as a law clerk at the Commercial Court of Aargau and as an attorney at a Zurich-based law firm, where he focused on contract law, commercial litigation and arbitration and sports law.

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Tomas Aubell	Sweden & Austria	Head of Investments	Tomas Aubell joined Jacobs Holding in April 2015 as its Head of Investments. Prior to joining Jacobs Holding, from 2000 until 2013, Mr. Aubell was a partner at EQT Partners. In addition, from 2008 until 2013, Mr. Aubell served as a member of the advisory board of SAG Group.
Philip Buergin	Switzerland	Head of Value Creation	Philip Buergin joined Jacobs Holding in 2012 as an investment manager, and was promoted to its Head of Value Creation in 2016. Prior to joining Jacobs Holding, Mr. Buergin was a project manager in the private equity group at Bain & Company from 2006 until 2012.

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Directors and Executive Officers of Jacobs Familienrat. The following table sets forth the name, business address, citizenship, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for Renata Jacobs, the President of Jacobs Familienrat. There are no directors or other executive officers of Jacobs Familienrat. The address of the principal office of Jacobs Familienrat is Seefeldquai 17, P.O. Box CH-8034, Zurich, Switzerland.

Name	Citizenship	Office	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Renata Jacobs	Switzerland	President	See information provided above.

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SCHEDULE B

TRANSACTIONS IN SHARES OF THE ISSUER SINCE FEBRUARY 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	29-Feb-16	42,156	Open Market	6.74	$284,186.24
Jacobs Holding AG	1-Mar-16	144,400	Open Market	6.66	962,021.68
Jacobs Holding AG	9-Mar-16	19,665	Open Market	6.99	137,483.91
Jacobs Holding AG	16-Mar-16	5,600	Open Market	7.00	39,197.76
Jacobs Holding AG	24-Mar-16	500	Open Market	6.98	3,489.00
Jacobs Holding AG	6-Apr-16	200	Open Market	7.00	1,400.00
Jacobs Holding AG	7-Apr-16	10,500	Open Market	6.99	73,393.95
Jacobs Holding AG	8-Apr-16	8,177	Open Market	7.00	57,212.02
Jacobs Holding AG	15-Apr-16	18,320	Open Market	7.38	135,152.14
Jacobs Holding AG	18-Apr-16	154,062	Open Market	7.68	1,183,750.78
Jacobs Holding AG	19-Apr-16	39,600	Open Market	7.47	295,911.00
Jacobs Holding AG	20-Apr-16	33,527	Open Market	7.64	255,985.35
Jacobs Holding AG	21-Apr-16	36,052	Open Market	7.72	278,382.73
Jacobs Holding AG	22-Apr-16	28,070	Open Market	7.78	218,446.35
Jacobs Holding AG	25-Apr-16	8,800	Open Market	7.89	69,462.80
Jacobs Holding AG	26-Apr-16	48,800	Open Market	8.09	394,548.00
Jacobs Holding AG	27-Apr-16	67,100	Open Market	8.14	546,240.97
Total		665,529			$4,936,264.69

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EX-99.1 2 dp65271_ex0100.htm EXHIBIT 1

Exhibit 1

****Commercial Terms Omitted and Filed

Separately with the Securities and Exchange Commission.

Confidential Treatment Requested Under 17 C.F.R. 240.24b-2

INSIDER TRADING POLICY — EXECUTION VERSION

INSIDER TRADING POLICY OF JACOBS HOLDING AG

adopted by the Board of Directors as of 8 March 2016

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INSIDER TRADING POLICY — EXECUTION VERSION

Preamble

Jacobs Holding AG (“JAG”) is a professional investment and holding company. Its shareholders are the Jacobs Family Council, an association established under the laws of Switzerland, and the Jacobs Foundation, a foundation established under the laws of Switzerland. All three entities have their offices and domicile in Zurich.

JAG seeks to acquire stakes in public or private companies, either alone or with a strategic partner, members of the Jacobs family and/or designated directors, officers or employees.

The potential acquisition targets and the investments of JAG include companies with exchange-listed securities or securities admitted for trading on regulated markets. In the course of business activities, directors, officers, employees and advisors of JAG regularly obtain knowledge of price sensitive inside information with respect to potential targets, investments or other market participants.

Insider trading and price manipulation are criminal offences and the penalties for violating the law include imprisonment, monetary penalties and disgorgement of profits (see Annex 1).

This Insider Trading Policy aims to prevent the misuse of inside information or any assistance thereto and to assure compliance with applicable Swiss and other relevant legislation on insider trading and price manipulation in order to preserve the reputation and integrity of JAG and the group as a whole.

Scope

1.1

Scope of Application. This Insider Trading Policy applies to all directors, officers and employees of JAG as well as members of JAG’s Investment Committee and Advisory Board (“Persons”).

Inside Information, Insider Trading and Price Manipulation

2.1

Inside Information. Inside Information is any material non-public information or data related to such financial instruments, regardless of whether they are issued by or otherwise related to JAG or third parties, e.g. acquisition targets (“Inside Information”).

2.2

Materiality of Inside Information. Inside Information is considered to be material, if a reasonable investor would potentially consider it important in deciding whether to buy or sell the relevant financial instruments or if it would potentially impact the market price or valuation of such financial instruments when disclosed. Such information may include, e.g., changes in the board of directors or executive management, changes to the capital structure, a planned merger or an acquisition, financial results, development of major new products and other circumstances of similar importance, in particular the knowledge that JAG may execute an investment or divestment (front and parallel running).

2.3

Insider Trading. Trading comprises to sell or buy directly or indirectly or in concert with third parties or otherwise buy or dispose of or enter into any transaction (including any kind of equity-linked or derivative transactions) having an economic effect similar to that of a sale or a purchase of shares or other traded securities.

2.4

Price Manipulation. Price manipulation is considered as trading of securities or wilfully dissemination of misleading information with the intention of exerting a significant influence on the price of securities traded on a stock exchange or otherwise regulated market in order to secure an unlawful financial gain for oneself or another person.

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INSIDER TRADING POLICY — EXECUTION VERSION

Rules and Guidelines of JAG to Prevent Insider Trading and Price Manipulation

3.1

General Ban on Insider Trading. In general, no one shall trade in financial instruments while he or she is in possession of Inside Information.

3.2

Non-Trading of Securities on Holding List during Blocking Periods. No Person shall trade in financial instruments issued by or otherwise related to companies included on the Holding List during blocking periods of the respective companies. Outside of blocking periods, trading requires prior approval (see specific rules set out under clause 4).

3.3

Non-Trading of Securities on Project List. Persons involved in a specific project for which a Project List has been opened shall not trade in financial instruments of the companies that are directly or indirectly affected by the project.

3.4

Ban on Trading with Regard to Baskets, Collective Investment Schemes and Investment Companies. All non-trading principles on trading referred to in this Insider Trading Policy (see clause 3.2 and 3.3) also apply to the trading in baskets, interests in collective investment schemes as well as participations in investment companies and similar financial instruments which include in their portfolio one or more financial instruments subject to such ban on trading and amounting to 25% or more of the total portfolio, if such quota may be determined by the Employee on the basis of publicly available information.

3.5

Forbidden Disclosure of Inside Information. No Person shall disclose Inside Information to

anyone within JAG or any affiliated entity other than on a need-to-know basis; or

any third party including family members or encourage any such third party to trade in financial instruments on the basis of such Inside Information; third parties including family members can be liable for insider trading or price manipulation if they trade while in possession of material Inside Information which has been misappropriated.

Holding List

4.1

Holding List. The Holding List contains companies with exchange-listed securities or securities admitted for trading on regulated markets of which JAG holds securities, e.g. securities of Barry Callebaut AG, Zurich (see Annex 2).

4.2

Communication of Holding List. Any change of the Holding List will be communicated to all Persons.

4.3

Principle: Non-Trading during Blocking Periods. As a principle, trading in securities on the Holding List is forbidden during blocking periods.

As a general rule, blocking periods start on the first day after the completion of the quarterly, half-year and fully-year reporting period and end one day after the publication of the media release regarding the respective reporting period of a company on the Holding List.

To the extent JAG is provided with the blocking periods as defined by a company on the Holding List, such blocking periods will be communicated to all Persons. However, this notices has only informative character and Persons have to decide individually whether they have access to Inside Information (see clause 4.4 lit. f)

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INSIDER TRADING POLICY — EXECUTION VERSION

4.4

Prior Approval: Trading only upon Prior Approval: Persons may trade in in securities listed on the Holding List upon prior approval as follows:

Prior to transactions in securities on the Holding List, a Person shall request JAG’s Corporate Secretary, and in his absence JAG’s CEO, COO, CFO and/or CIO (“Senior Management”), to grant the transaction.

Such request shall not specify the character of the transaction (sale or purchase, financial instrument etc.), but only indicate that a transaction in securities on the Holding List is intended.

The Senior Management has discretionary power to grant or decline a request; for the sake of clarity, it may consider any reasons including business reasons to decide on the request. The Senior Management shall not motivate its decision.

In the event the transaction is granted, the Person is obliged not to undertake the transaction of the respective securities if he or she is in possession of Inside Information; and he or she should wait two business days after the information has been publicly released before executing the transaction.

In the event the transaction is granted, the Person may execute the transaction within 14 calendar days. If the transaction is not executed within this period, the Person must again request the Senior Management to grant the transaction.

In addition, the Person is still obliged to abide by all applicable laws, rules and regulations regarding the prevention of Insider Trading. The Person takes note that, by granting the transaction, the Senior Management will not assume any responsibility for any consequences of such transaction (and any subsequent transaction of the relevant securities); in particular will it not assume any responsibility for any action, suit or proceeding brought against the Person regarding Insider Trading.

The Senior Management may give additional guidelines to the Person in respect to the grant of a transaction.

Project List

5.1

Opening of Project List. A Project List must be opened at the start of every project (irrespective of whether JAG has received non-public information or signed an non-disclosure agreement) regarding a possible transaction of or with a listed issuer or a company having requested or received approval for their financial instruments to be admitted for trading on regulated markets (e.g. IPO).

5.2

Entry in Project List. Because of the size and organisational structure of JAG, all officers and employees of JAG as well as all members of JAG’s Investment Committee and JAG Chairman shall be included in each Project List that has been opened.

5.3

Additional Entries in Project List. Each Project List contains details of all other individuals that are privy to Inside Information regarding a target due to their involvement in the project which has led to the opening of such register. The Project List may also include individuals or entities which are not employed by or otherwise part of JAG (e.g. officers of Jacobs Foundation, consultants, law firms, etc.).

5.4

Closing of Project List. Project Lists are closed upon the conclusion of the project for which they have been established.

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INSIDER TRADING POLICY — EXECUTION VERSION

5.5

Communication of Project List. Opening and closing of the Project List will be communicated to all persons previously enrolled in it.

Controls, Breaches and Sanctions

6.1

Disclosure. All Persons are — upon request of JAG — required to disclose to the Senior Management and JAG’s corporate secretary their bank relationships and securities deposits. JAG may from time to time require submitting deposit statements for review with respect to the requirements of this Insider Trading Policy.

6.2

Annulation of Transactions. JAG may require any Person to annul or reverse trades or cancel transactions which in the view of JAG constitute a breach of this Insider Trading Policy. All Persons acknowledge that such action of JAG will not give rise to any liability of JAG for any losses, expenses, costs or damages incurred by the Employee as a result of such annulment, reversal or cancellation.

6.3

Legal Measures. Furthermore, JAG reserves the right to take legal measures against all Persons in respect of breaches of the law and/or this Insider Trading Policy, in particular but not limited to measures potentially leading to the initiation of criminal proceedings against such persons. Severe breaches of this Insider Trading Policy may also constitute sufficient legal grounds for termination without notice of the employment agreement with the concerned Person.

Miscellaneous

7.1

Contact Person. In case of questions concerning this Insider Trading Policy, JAG’s corporate secretary may be contacted at any time. Persons which are in doubt with respect to the application of this Insider Trading Policy to a contemplated trade or any other transaction must in any case contact the Senior Management prior to executing or otherwise implementing such trade or other transaction.

7.2

Approval, Amendment. This Insider Trading Policy has been approved by the BoD as of 8 March 2016 and shall come into force on 8 March 2016. This Insider Trading Policy and the Annexes thereto, if any, may be changed at any time by decision of the BoD.

7.3

Disclosure of Policy. This Insider Trading Policy shall be made available to all Persons.

Zurich, 6 April 2016

Jacobs Holding AG


/s/ Patrick De Maeseneire		/s/ Michael Tuchschmid
Patrick De Maeseneire		Michael Tuchschmid
CEO		CFO

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INSIDER TRADING POLICY — EXECUTION VERSION

Annex 1: Relevant Provisions of the Swiss Stock Exchange Act (SESTA)

Art. 33e Exploitation of Insider Information

¹Whosoever has information which they know or must know is an insider information behaves inadmissibly when he or she:

exploits it to acquire or sell securities admitted to trading on a stock exchange or an institution which is similar to a stock exchange in Switzerland or to use financial instruments derived from such securities;

discloses it to another;

exploits it to recommend to another to acquire or sell securities admitted to trading on a stock exchange or an institution which is similar to a stock exchange in Switzerland or to use financial instruments derived from such securities.

²The Federal Council shall issue rules regarding the admissible use of insider information, in particular in connection with:

securities transactions in preparation of a public offer;

a special legal status on the part of the recipient of the information.

Art. 33f Market Manipulation

¹A person behaves inadmissibly when he or she:

publicly disseminates information which he or she knows or must know gives false or misleading signals regarding the supply, demand or price of securities admitted to trading on a stock exchange or an institution which is simlar to a stock exchange in Switzerland;

carries out transactions or purchase or sales orders which he or she knows or must know gives false or misleading signals regarding the supply, demand or price of securities admitted to trading on a stock exchange or an institution which is similar to a stock exchange in Switzerland.

²The Federal Council shall issue rules regarding the admissible behavior, in particular in connection with:

securities transactions for the purposes of price management and price stabilisation;

buyback programs for a company’s own securities.

Art. 33e Ausniitzen von Insiderinformationen

¹Unzulassig handelt, wer eine Information, von der er weiss oder wissen muss, dass es eine Insider-information ist:

dazu ausnutzt, Effekten, die an einer Borse oder einer borsenahnlichen Einrichtung in der Schweiz zum Handel zugelassen sind, zu erwerben, zu veraussern oder daraus abgeleitete Finanzinstrumente einzusetzen;

einem anderen mitteilt;

dazu ausniitzt, einem anderen eine Empfehlung zum Erwerb oder zur Verausserung von Ef-fekten, die an einer Borse oder einer borsenahnlichen Einrichtung in der Schweiz zum Handel zugelassen sind, oder zum Einsatz von daraus abgeleiteten Finanzinstrumenten abzugeben.

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²Der Bundesrat erlasst Vorschriften Ober die zulassige Verwendung von Insiderinformationen, insbe-sondere im Zusammenhang mit:

Effektengeschaften zur Vorbereitung eines affentlichen Kaufangebots;

einer besonderen Rechtsstellung des Informationsempfangers.

Art. 33f Marktmanipulation

¹Unzulassig handelt, wer:

Informationen offentlich verbreitet, von denen er weiss oder wissen muss, dass sie falsche oder irrefiihrende Signale fur das Angebot, die Nachf rage oder den Kurs von Effekten geben, die an einer BOrse oder einer borsenahnlichen Einrichtung in der Schweiz zum Handel zuge-lassen sind;

Geschafte oder Kauf- oder Verkaufsauftrage tatigt, von denen er weiss oder wissen muss, dass sie falsche oder irrefuhrende Signale fur das Angebot, die Nachfrage oder den Kurs von Effekten geben, die an einer Borse oder einer borsenahnlichen Einrichtung in der Schweiz zum Handel zugelassen sind.

²Der Bundesrat erlasst Vorschriften Ober zulassige Verhaltensweisen, insbesondere im Zusammenhang mit:

Effektengeschaften zum Zweck der Kurspflege and Preisstabilisierung;

Rackkaufprogrammen fur eigene Effekten.

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****Commercial Terms Omitted and Filed

Separately with the Securities and Exchange Commission.

Confidential Treatment Requested Under 17 C.F.R. 240.24b-2

Annex 2: Holding List

The Holding List contains companies with exchange-listed securities or securities admitted for trading on regulated markets of which JAG holds securities, e.g. securities of Barry Callebaut AG, Zurich (see clause 4.1):

As of 13 April 2016:

Barry Callebaut AG, Zurich, Switzerland

[****]

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Annex 3: Sample Letter of Acknowledgement and Consent

[name and contact details of Person]

Zurich, [date]

Acknowledgement of insider Trading Policy

Dear [Person],

As a director, officer or employee of Jacobs Holding AG (“JAG”), you may in the course of your work become privy to price-sensitive information pertaining to companies with exchange-listed shares, other issuers of exchange-listed securities or companies which have requested or received approval for their financial instruments to be admitted for trading on regulated markets, e.g. SIX Swiss Exchange or other exchanges. Such information may qualify as insider information in the meaning of art. 33e of the Swiss Stock Exchange Act (“SESTA”).

The use of or passing on to third parties of insider information for personal benefit is a criminal offence in Switzerland punishable by imprisonment or monetary penalty. Please refer to JAG’s insider trading policy (the “Insider Trading Policy”) as well as to art. 33e SESTA on the exploitation of the knowledge of confidential information (colloquially: insider trading) and art. 33f SESTA on price manipulation.

You undertake to act in accordance with the Insider Trading Policy, the SESTA and any other applicable insider trading prohibition at all times.

Please be advised that JAG may require employees to annul or reverse trades or cancel transactions which in its view constitute a breach of the Insider Trading Policy. By acknowledging the Insider Policy, you recognize that such action of JAG will not give rise to any liability of JAG for any losses, expenses, costs or damages incurred by employees as a result of such annulment, reversal or cancellation.

We kindly ask you to confirm your acknowledgement of and agreement with the Insider Trading Policy and the relevant provisions of the SESTA by signing below and returning this letter to JAG’s corporate secretary. The corporate secretary will also be at your disposal for any questions you may have in connection with insider trading in general and/or the Insider Trading Policy in particular.

Kind regards,

Jacobs Holding AG





Patrick De Maeseneire		Michael Tuchschmid
CEO		CFO

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I herewith acknowledge and agree to the Insider Trading Policy:

Place, date

Name

Signature

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