Kathryn McKeon Form 3 Vital Farms / Kathryn McKeon 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^*

McKeon Kathryn

(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)
01/27/2022

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

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

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

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	727	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
Employee Stock Option (right to buy)	(1)	09/12/2026	Common Stock	12,300	3.2461	D
Employee Stock Option (right to buy)	(2)	07/01/2028	Common Stock	12,300	3.6748	D
Employee Stock Option (right to buy)	(3)	07/30/2030	Common Stock	6,250	22	D
Employee Stock Option (right to buy)	(4)	03/22/2031	Common Stock	7,156	25.78	D

Explanation of Responses:

1. Fully vested and exerciseable.

2. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on July 1, 2019, subject to the Reporting Person continuing to provide service through each such date.

3. One-fourth (1/4th) of the shares subject to the option vested or will vest in equal annual installments commencing on July 30, 2021, subject to the Reporting Person continuing to provide service through each such date.

4. One-third (1/3rd) of the shares subject to the option will vest in equal annual installments commencing on March 22, 2022, subject to the Reporting Person continuing to provide service through each such date.

Remarks:

	/s/ Jason Minio, Attorney-in-Fact	02/08/2022
	** 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.
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