CPG Solutions Form 4 Real Good Food / Andrew J Stiffelman 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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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^*

Stiffelman Andrew J

(Last) (First) (Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL NJ 08002

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2022

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
Class A Common Stock	11/16/2022		C(1)		25,000(1)	A	$0.00(1)(2)(3)(4)	25,000	I	See footnote(5)
Class A Common Stock	11/22/2022		S		18,111(6)	D	$7(6)	6,889	I	See footnote(5)
Class B Common Stock(2)(3)(4)	11/16/2022		C(1)		25,000(1)	D	$0.00(1)(2)(3)(4)	1,268,690	I	See footnote(5)

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
Class B Units(2)(3)(4)	$0.00	11/16/2022		C(1)			25,000	(2)(3)(4)	(2)(3)(4)	Class A Common Stock	25,000	$0.00	1,268,690	I	See footnote(5)

1. Name and Address of Reporting Person^*

Stiffelman Andrew J

(Last) (First) (Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL NJ 08002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CPG Solutions LLC

(Last) (First) (Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL NJ 08002

(City) (State) (Zip)

Explanation of Responses:

1. These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by the Reporting Persons, CPG Solutions LLC ("CPG"), and Mr. Stiffelman, Chief Marketing Officer of the Issuer and a member of the board of managers of CPG, upon the conversion of 25,000 Class B Units of Real Good Foods, LLC (the "Class B Units"), the successor to The Real Good Food Company LLC ("RGF, LLC"), owned by CPG. Concurrent with this conversion of Class B Units into Class A Shares, 25,000 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Shares") were forfeited and cancelled. See footnotes (2), (3), and (4).

2. In connection with the Issuer's initial public offering of the Class A Shares, the membership interests in RGF, LLC held by the members of RGF, LLC (each, a "Member") converted into Class B Units, and the Issuer issued one Class B Share for each Class B Unit held by the Members. Class B Shares are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof.

3. (Continued from Footnote 2) Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares are entitled to one vote per share on all matters to be voted on by holders of the Class A Shares. See footnote (4) below.

4. At CPG's election, the Class B Units are exchangeable on a one-for-one basis for Class A Shares, or, at the Issuer's election, cash equal to a volume weighted average market price of one Class A Share for each Class B Unit so 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 Members from time to time parties thereto. Upon any exchange, cancellation, or redemption of Class B Units, one Class B Share is automatically forfeited and cancelled for each Class B Unit so exchanged, cancelled, 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 owned directly by CPG. Mr. Stiffelman, as a member of the board of managers of CPG, has shared voting and dispositive power over these shares, but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $7.00 to $7.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	Andrew J. Stiffelman, By: /s/ Akshay Jagdale, Attorney-in-Fact for Andrew J. Stiffelman	11/23/2022
	CPG Solutions LLC, a Wyoming limited liability company, By: /s/ Akshay Jagdale, Attorney-in-Fact for CPG Solutions LLC	11/23/2022
	** Signature of Reporting Person	Date
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