Real Good Food (RGFC) Form 3 Real Good Food / GERARD GARFIELD LAW 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^*

LAW GERARD GARFIELD

(Last) (First) (Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL NJ 08002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2021

3. Issuer Name and Ticker or Trading Symbol
Real Good Food Company, Inc. [ RGF ]

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

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

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)
Class B common stock(1)(2)	816,380(3)	D

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
Class B Units(4)	(3)(4)	(3)(4)	Class A common stock	816,380(3)	(4)	D

Explanation of Responses:

1. Reflects shares acquired in connection with the Reorganization (as defined in the Registration Statement on Form S-1 (File No. 333-260204)) consummated in connection with the initial public offering ("IPO") of shares of the Issuer's Class A common stock, par value $0.0001 (the "Class A Common Stock"). Pursuant to the Reorganization, (i) the membership interests in Real Good Foods, LLC, which is formerly known as The Real Good Food Company LLC ("RGF, LLC"), held by each member of RGF, LLC (each, a "Member") converted into Class B units of RGF, LLC ("Class B Units"); and (ii) the Issuer issued one share of its Class B common stock, par value $0.0001 ("Class B Common Stock") for each Class B Unit held by the Members. Shares of Class B Common Stock are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof.

2. (continued from footnote 1) Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Common Stock are entitled to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon the exchange of Class B Units that are held by the Reporting Person and reported in Table II, for shares of Class A Common Stock, an equal number of shares of Class B Common Stock will be automatically forfeited and canceled for each Class B Unit so exchanged. See footnote 4 below.

3. Vests in 24 equal monthly installments beginning on October 1, 2021 and subject to automatic forfeiture and cancelation as set forth in RGF, LLC's Fourth Amended and Restated Operating Agreement. 1/24th of these Class B Units and equivalent shares of Class B Common Stock shall no longer be subject to forfeiture on the first day of each calendar month beginning October 1, 2021, with all such Class B Units and equivalent shares of Class B Common Stock released from such restriction on September 1, 2023.

4. At the election of the Reporting Person, the Class B Units are exchangable on a one-for-one basis for shares of Class A Common Stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Class B Unit 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 holders of Class B Units and shares of Class B Common Stock from time to time parties thereto. Upon any exchange, cancelation, or redemption of any Class B Unit, one share of Class B Common Stock is automatically forfeited and canceled for each Class B Unit so exchanged, canceled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire.

Remarks:

Chief Executive Officer Exhibit 24 - Power of Attorney

	/s/ Gerard Garfield Law	11/04/2021
	** 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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