Sec Form 13D Filing - JANA PARTNERS LLC filing for Freshpet Inc. (FRPT) - 2023-08-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)
 

Freshpet, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

358039105

(CUSIP Number)
 

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 7, 2023

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 13 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 358039105

SCHEDULE 13D/APage 2 of 13 Pages

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

3,620,513 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

3,620,513 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,620,513 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.5%

14

TYPE OF REPORTING PERSON

IA

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

DIANE DIETZ

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

68,000 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

68,000 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

68,000 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 4 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

JAMES LILLIE

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

40,800 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

40,800 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

40,800 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 5 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

TIMOTHY R. MCLEVISH

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

24,000 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

24,000 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

24,000 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 6 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

KURT T. SCHMIDT

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,744 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,744 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,744 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 7 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

DWYANE WADE

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

6,292 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,292 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,292 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 8 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

CARSTEN CHARLES (“CC”) SABATHIA, JR.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

2,586 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,586 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,586 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 9 of 13 Pages

 

 

1

NAME OF REPORTING PERSON

GINGER GORDEN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,615 Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,615 Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,615 Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 358039105

SCHEDULE 13D/APage 10 of 13 Pages

 

This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13D filed by the undersigned on September 22, 2022 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on December 9, 2022 (“Amendment No. 1”), Amendment No. 2 filed on December 15, 2022 (“Amendment No. 2”), Amendment No. 3 filed on May 24, 2023 (“Amendment No. 3”), Amendment No. 4 filed on May 25, 2023 (“Amendment No. 4”), Amendment No. 5 filed on May 30, 2023 (“Amendment No. 5”) and Amendment No. 6 filed on June 1, 2023 (“Amendment No. 6,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “Schedule 13D”) as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The first sentence of Item 3 is hereby amended and restated in its entirety as follows:
   
The 3,620,513 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $158 million.
   
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
   
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
   
(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 48,195,714 Shares outstanding as of August 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission on August 7, 2023.
 
As of the close of business on the date hereof, JANA may be deemed to beneficially own 3,620,513 Shares, representing approximately 7.5% of the Shares outstanding.
 
As of the close of business on the date hereof, Ms. Dietz may be deemed to beneficially own 68,000 Shares, representing 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Mr. Lillie may be deemed to beneficially own 40,800 Shares, representing less than 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Mr. McLevish may be deemed to beneficially own 24,000 Shares, representing less than 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Mr. Schmidt may be deemed to beneficially own 1,744 Shares, representing less than 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Mr. Wade may be deemed to beneficially own 6,292 Shares, representing less than 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Mr. Sabathia may be deemed to beneficially own 2,586 Shares, representing less than 0.1% of the Shares outstanding.
 
As of the close of business on the date hereof, Ms. Gorden may be deemed to beneficially own 1,615 Shares, representing less than 0.1% of the Shares outstanding.

 

CUSIP No. 358039105

SCHEDULE 13D/APage 11 of 13 Pages

 

 
By virtue of the Nominee Agreements, the Special Advisor Agreements, and the Confidentiality Agreement (each as defined in Item 6), JANA and the other Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 3,765,550 Shares, representing approximately 7.8% of the outstanding Shares. Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by the other Reporting Persons.
 
(b) JANA has sole voting and dispositive power over the 3,620,513 Shares, which power is exercised by the Principal. Ms. Dietz has sole voting and dispositive power over the 68,000 Shares beneficially owned by her. Mr. Lillie has sole voting and dispositive power over the 40,800 Shares beneficially owned by him. Mr. McLevish has sole voting and dispositive power over the 24,000 Shares beneficially owned by him. Mr. Schmidt has sole voting and dispositive power over the 1,744 Shares beneficially owned by him. Mr. Wade has sole voting and dispositive power over the 6,292 Shares beneficially owned by him. Mr. Sabathia has sole voting and dispositive power over the 2,586 Shares beneficially owned by him. Ms. Gorden has sole voting and dispositive power over the 1,615 Shares beneficially owned by her.
 
(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit L hereto and is incorporated herein by reference. All of the transactions in Shares listed in Exhibit L were effected in the open market through various brokerage entities.
 
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
   
Item 7 is hereby amended and supplemented by the addition of the following:
   
Exhibit L: Transactions in the Shares of the Issuer During the Past Sixty (60) Days.
     

 

CUSIP No. 358039105

SCHEDULE 13D/APage 12 of 13 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete an d correct.

Dated: August 9, 2023

  JANA PARTNERS LLC
     
     
  By: /s/ Jennifer Fanjiang
  Name:   Jennifer Fanjiang
  Title: Partner, Chief Legal Officer and Chief Compliance Officer

 

    /s/ Diane Dietz
    DIANE DIETZ

 

    /s/ James Lillie
    JAMES LILLIE

 

    /s/ Tim McLevish
    TIMOTHY R. MCLEVISH

 

    /s/ Kurt T. Schmidt
    KURT T. SCHMIDT

 

    /s/ Dwyane Wade
    DWYANE WADE

 

    /s/ CC Sabathia
    CC SABATHIA

 

    /s/ Ginger Gorden
    GINGER GORDEN

 

CUSIP No. 358039105

SCHEDULE 13D/APage 13 of 13 Pages

 

EXHIBIT L

 

Transactions in the Shares of the Issuer During the Past Sixty (60) Days

 

The following tables set forth all transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row’s Price Per Share ($) column is a weighted average price. These Shares were purchased/sold in multiple transactions at prices between the price ranges indicated in the Price Range ($) column. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased/sold at each separate price.

 

Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
6/12/2023 (24,645) 66.39  
6/13/2023 (59,445) 67.14  
7/3/2023 (11,483) 67.00  
7/5/2023 (1,100) 67.04  
7/10/2023 (564) 67.08  
7/11/2023 (38,861) 67.12 67.02-67.32
7/12/2023 (30,712) 67.22  
7/13/2023 (19,411) 67.38  
7/17/2023 (2,000) 66.98  
7/18/2023 (77,769) 67.32 67.11-67.46
7/19/2023 (54,840) 67.60  
7/24/2023 (4,911) 67.11  
7/25/2023 (8,349) 67.04  
8/4/2023 (45,000) 74.31 74.13-74.44
8/7/2023 (12,000) 80.14  
8/7/2023 (262,011) 82.63 82.23-82.76
8/8/2023 (92,262) 80.39  
8/9/2023 (7,800) 80.17