0001209191-14-067153.txt : 20141106 0001209191-14-067153.hdr.sgml : 20141106 20141106201607 ACCESSION NUMBER: 0001209191-14-067153 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141106 FILED AS OF DATE: 20141106 DATE AS OF CHANGE: 20141106 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDOCEAN PARTNERS III-D L P CENTRAL INDEX KEY: 0001372839 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202377 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202378 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202379 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202380 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202381 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36729 FILM NUMBER: 141202382 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-11-06 0 0001611647 Freshpet, Inc. FRPT 0001268107 MIDOCEAN ASSOCIATES SPC C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001268105 VIRTUE J EDWARD C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001268106 ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372837 MIDOCEAN PARTNERS III L P C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372838 MIDOCEAN PARTNERS III-A L P C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 0001372839 MIDOCEAN PARTNERS III-D L P C/O MIDOCEAN PARTNERS LP 320 PARK AVE, SUITE 1600 NEW YORK NY 10022 0 0 1 0 Series C Preferred Stock 7.10 Common Stock 8679625 D The Series C Preferred Stock is convertible at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) in effect at the time of conversion. The Common Stock underlying the Series C Preferred Stock has been adjusted for a 1-for-0.7396 stock split. Includes 7,258,033 shares of Series C Preferred Stock (convertible into 5,368,041 shares of Common Stock) held by MidOcean Partners III, L.P., 3,858,653 shares of Series C Preferred Stock (convertible into 2,853,859 shares of Common Stock) held by MidOcean Partners III-A, L.P. and 618,883 shares of Series C Preferred Stock (convertible into 457,725 shares of Common Stock) 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. J. Edward Virtue indirectly controls the shares of common stock held by the MidOcean Entities. (Continued from footnote 2) 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, although each of Associates, US Advisor and Mr. Virtue disclaims beneficial ownership of the shares owned of record by any other person or entity except to the extent of their pecuniary interest therein. 1,290,408 shares of Series C Preferred Stock were received as fees under the Amended and Restated Fee and Reimbursement Agreement, dated as of April 15, 2013, as amended (the "Fee and Reimbursement Agreement"). Pursuant to the Fee and Reimbursement Agreement, the Issuer is obligated to pay each guarantor a contingent fee equal to 10% per annum of the amount each guarantor committed to guarantee. The number of shares of Series C Preferred Stock issuable in respect of the Reporting Person's guarantee will continue to accrue until the guarantee is terminated upon repayment of the credit facility. 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 2014-11-06 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 2014-11-06 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 2014-11-06 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 2014-11-06 ULTRAMAR CAPITAL LTD, /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer 2014-11-06 J. EDWARD VIRTUE, /s/ J. Edward Virtue 2014-11-06