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