FRPT Freshpet Inc

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This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D relating to the common stock, $0.001 par value per share (the “Common Stock”) of Freshpet, Inc., a Delaware corporation (the “Issuer”) filed on April 29, 2016 (as amended by Amendment No. 1 filed on May 9, 2016, Amendment No. 2 filed on May 26, 2016, Amendment No. 3 filed on June 7, 2016 and Amendment No. 4 filed on June 29, 2016, the “Initial Schedule 13D,” and, as amended by this Amendment, this “Schedule 13D”). Except as expressly indicated otherwise below, all items from the Initial Schedule 13D are unchanged. Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price for the shares of Common Stock to which this Schedule 13D relates (including proceeds from Jacobs Holding’s sale of Common Stock) was $16,901,102. Such price was funded through Jacobs Holding’s internally generated funds.

Item 5. Interest in Securities of the Issuer

The first paragraph of Item 5(a) of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)       The information relating to the beneficial ownership of Common Stock by Jacobs Holding set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference. Jacobs Holding has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 2,222,222 shares of Common Stock, representing approximately 6.5% of the shares of Common Stock based on 33,984,757 shares of Common Stock outstanding as of March 8, 2017, which number the Issuer reported in its Form 10-K for the fiscal year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission on March 14, 2017 (the “10-K”).

Item 5(c) of the Initial Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph therein:

(c)       Information concerning transactions in the Common Stock in the past 60 days by the parties named in Item 5(a) above is set forth on Schedule B.

Schedule B to the Initial Schedule 13D is hereby amended and supplemented by adding the contents of Schedule B to this Amendment to such schedule.

SIGNATURE

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

Date: March 20, 2017

SCHEDULE B

TRANSACTIONS IN SHARES OF THE ISSUER IN THE PAST 60 DAYS