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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | 3,956,022 | I | See footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | (4) | (4) | Class A common stock | 3,956,022 | (4) | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. |
2. (Continued from Footnote 1) 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. 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. Reflects shares of Class B Common Stock owned directly by Slingshot Consumer LLC ("Slingshot"). The Reporting Person is the Managing Partner of Slingshot and has sole voting and dispositive power over these shares. |
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. |
5. Reflects shares of Class B Units owned directly by Slingshot. See footnote 3 above. |
Remarks: |
Executive Chairman, President and Secretary Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney |
/s/ Bryan T. Freeman | 11/04/2021 | |
Slingshot Consumer LLC, By: /s/ Bryan T. Freeman, Managing Partner | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |