Jason L. Jones Form 3 Vital Farms / Jason L. Jones ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Jones Jason L.

(Last) (First) (Middle)

C/O VITAL FARMS, INC.

3601 SOUTH CONGRESS AVENUE , SUITE C100

(Street)

AUSTIN TX 78704

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2020

3. Issuer Name and Ticker or Trading Symbol
Vital Farms, Inc. [ VITL ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	333,561	I	See Footnote(1)
Common Stock	763,461	I	See Footnote(2)
Common Stock	763,461	I	See Footnote(3)
Common Stock	1,845,681	I	See Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(5)	(5)	Common Stock	121,246	(5)	I	See Footnote(4)
Stock Option (right to buy)	(6)	09/01/2023	Common Stock	615,000	0.6341	D

Explanation of Responses:

1. The shares are held by The Jones Management Trust, formed 8/31/2018 (the "Trust"). The Reporting Person is a trustee of the Trust.

2. The shares are held by The MIPOTH-C Trust formed 8/31/2018 ("MIPOTH-C"). The Reporting Person is a trustee of MIPOTH-C.

3. The shares are held by The MIPOTH-J Trust, formed 7/25/2018 ("MIPOTH-J"). The Reporting Person is a trustee of MIPOTH-J.

4. The shares are held by The NANAPA Trust, formed 7/25/2018 ("NANAPA"). The Reporting Person is a trustee of NANAPA.

5. Each share of Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

6. Fully vested.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jason Minio, Attorney-in-Fact	07/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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