X0206 3 2014-11-06 0 0001611647 Freshpet, Inc. FRPT 0000884413 KAYNE RICHARD A 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 1 0 Common Stock 5356784 I See Series B Preferred Stock 112160 I See Series C Preferred Stock 7.10 Common Stock 936471 I See Series C Preferred Stock 7.10 Common Stock 228466 I See Such shares are owned by Freshpet Investors LLC. Kayne Anderson Capital Advisors L.P. is a managing member of Freshpet Investors LLC and shares voting and investment power over such shares held by Freshpet Investors LLC. Richard Kayne is the managing partner of Kayne Anderson Capital Advisors L.P. Mr. Kayne disclaims beneficial ownership of all shares held or controlled by Freshpet Investors LLC except to the extent of his pecuniary interest therein. 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. 308,906 shares of Series C Preferred Stock are owned by the Richard and Suzanne Kayne Living Trust u/t/d 1/14/99 and 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. /s/ Richard Kassar, as Attorney-in-fact for the Reporting Person 2014-11-17