J Edward Virtue Form 4 Freshpet / PARTNERS III-D L P MIDOCEAN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MIDOCEAN ASSOCIATES SPC

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Freshpet, Inc. [ FRPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(2)	03/08/2019		S		4,000,000	D	$38.57	3,294,653	I	See(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MIDOCEAN ASSOCIATES SPC

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIRTUE J EDWARD

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ULTRAMAR CAPITAL LTD

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIDOCEAN PARTNERS III L P

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIDOCEAN PARTNERS III-A L P

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIDOCEAN PARTNERS III-D L P

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MidOcean US Advisor, L.P.

(Last) (First) (Middle)

C/O MIDOCEAN PARTNERS

320 PARK AVENUE, SUITE 1600

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. (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.

Remarks:

	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	03/11/2019
	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	03/11/2019
	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	03/11/2019
	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	03/11/2019
	MIDOCEAN US ADVISOR, L.P., /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer	03/11/2019
	ULTRAMAR CAPITAL LTD., /s/ J. Edward Virtue, By: J. Edward Virtue, Title: Chief Executive Officer	03/11/2019
	J. EDWARD VIRTUE, /s/ J. Edward Virtue	03/11/2019
	** Signature of Reporting Person	Date
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