0000899243-22-030617.txt : 20220907 0000899243-22-030617.hdr.sgml : 20220907 20220907210424 ACCESSION NUMBER: 0000899243-22-030617 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220810 FILED AS OF DATE: 20220907 DATE AS OF CHANGE: 20220907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stiffelman Andrew J CENTRAL INDEX KEY: 0001887938 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41025 FILM NUMBER: 221232349 MAIL ADDRESS: STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155 CITY: CHERRY HILL STATE: NJ ZIP: 08002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPG Solutions LLC CENTRAL INDEX KEY: 0001890352 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41025 FILM NUMBER: 221232348 BUSINESS ADDRESS: STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155 CITY: CHERRY HILL STATE: NJ ZIP: 08002 BUSINESS PHONE: 856-644-5624 MAIL ADDRESS: STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155 CITY: CHERRY HILL STATE: NJ ZIP: 08002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Real Good Food Company, Inc. CENTRAL INDEX KEY: 0001871149 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 871280343 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155 CITY: CHERRY HILL STATE: NJ ZIP: 08002 BUSINESS PHONE: (856) 644-5624 MAIL ADDRESS: STREET 1: 3 EXECUTIVE CAMPUS, SUITE 155 CITY: CHERRY HILL STATE: NJ ZIP: 08002 FORMER COMPANY: FORMER CONFORMED NAME: Project Clean, Inc. DATE OF NAME CHANGE: 20210706 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-10 0 0001871149 Real Good Food Company, Inc. RGF 0001887938 Stiffelman Andrew J 3 EXECUTIVE CAMPUS, SUITE 155 CHERRY HILL NJ 08002 0 1 1 0 Chief Marketing Officer 0001890352 CPG Solutions LLC 3 EXECUTIVE CAMPUS, SUITE 155 CHERRY HILL NJ 08002 0 0 1 0 Class A Common Stock 2022-08-10 4 C 0 25000 0.00 A 25000 I See footnote Class A Common Stock 2022-09-02 4 S 0 1315 7.21 D 23685 I See footnote Class A Common Stock 2022-09-06 4 S 0 4943 6.87 D 18742 I See footnote Class A Common Stock 2022-09-07 4 S 0 6764 6.72 D 11978 I See footnote Class B Common Stock 2022-08-10 4 C 0 25000 0.00 D 1293690 I See footnote Class B Units 0.00 2022-08-10 4 C 0 25000 0.00 D Class A Common Stock 25000 1293690 I See footnote These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by the Reporting Persons, CPG Solutions LLC ("CPG"), and Mr. Stiffelman, Chief Marketing Officer of the Issuer and a member of the board of managers of CPG, upon the conversion of 25,000 Class B Units of Real Good Foods, LLC (the "Class B Units"), the successor to The Real Good Food Company LLC ("RGF, LLC"), owned by CPG. Concurrent with this conversion of Class B Units into Class A Shares, 25,000 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Shares") were forfeited and cancelled. See footnotes (2), (3), and (4). In connection with the Issuer's initial public offering of the Class A Shares, the membership interests in RGF, LLC held by the members of RGF, LLC (each, a "Member") converted into Class B Units, and the Issuer issued one Class B Share for each Class B Unit held by the Members. Class B Shares are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof. (Continued from Footnote 2) Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares are entitled to one vote per share on all matters to be voted on by holders of the Class A Shares. See footnote (4) below. At CPG's election, the Class B Units are exchangeable on a one-for-one basis for Class A Shares, or, at the Issuer's election, cash equal to a volume weighted average market price of one Class A Share for each Class B Unit so exchanged, in each case subject to the terms of that certain Exchange Agreement, dated as of November 4, 2021, by and among the Issuer, RGF, LLC, and the Members from time to time parties thereto. Upon any exchange, cancellation, or redemption of Class B Units, one Class B Share is automatically forfeited and cancelled for each Class B Unit so exchanged, cancelled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire. Reflects shares owned directly by CPG. Mr. Stiffelman, as a member of the board of managers of CPG, has shared voting and dispositive power over these shares, but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $7.20 to $7.31, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $6.75 to $7.16, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $6.70 to $6.99, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Andrew J. Stiffelman, By: /s/ Ryan C. Wilkins, Attorney-in-Fact for Andrew J. Stiffelman 2022-09-07 CPG Solutions LLC, a Wyoming limited liability company, By: /s/ Ryan C. Wilkins, Attorney-in-Fact for CPG Solutions LLC 2022-09-07