Amended Statement of Beneficial Ownership (sc 13d/a)
April 19 2017 - 4:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Freshpet, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
358039105
(CUSIP Number)
Michael Tuchschmid
Jacobs Holding AG
Seefeldquai 17
P.O. Box
CH-8034 Zurich, Switzerland
+41 44 388 61 61
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
April 18, 2017
(Date of Event which Requires Filing
of this Statement)
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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
o
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
1.
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Names
of Reporting Persons
Jacobs Holding AG
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
N/A
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6.
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Citizenship or Place
of Organization
Switzerland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole Voting Power
1,043,723
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,043,723
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,043,723
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row (11)
3.1%
(1)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(1)
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The calculation of this percentage is based on 33,984,757 shares of Common Stock outstanding as of March 8, 2017, which number the Issuer reported in its 10-K (as discussed in Item 5 of this Schedule 13D).
|
This Amendment No. 6 (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, Amendment No. 4 filed
on June 29, 2016 and Amendment No. 5 filed on March 20, 2017, 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.
This
Amendment No. 6 constitutes an exit filing for Jacobs Holding, and is being filed to amend Item 3 and Item 5 of the Schedule 13D
as follows:
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 $3,729,286.
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 1,043,723 shares of Common Stock, representing approximately 3.1% 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 since March 20, 2017 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.
Item 5(e) of the Initial Schedule 13D is
hereby amended and restated in its entirety to read as follows:
(e) On April 18, 2017, Jacobs Holding sold
520,882 shares of Common Stock in the open market at a price of $11.16 per share. Following this transaction, Jacobs Holding no
longer beneficially owns 5% or more of the shares of the Common Stock. Accordingly, this statement on Schedule 13D is hereby terminated
and this Amendment No. 6 constitutes the final amendment thereto.
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: April 19, 2017
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JACOBS
HOLDING AG
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By:
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/s/ Michael Tuchschmid
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Name:
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Michael Tuchschmid
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Title:
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Chief Financial Officer
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SCHEDULE B
TRANSACTIONS IN SHARES OF THE ISSUER
SINCE MARCH 20, 2017
Name
of Transacting Person
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Date
of Transaction
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Number
of Shares Purchased (Sold)
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Nature
of Purchase (Sale)
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Price
Per Share
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Aggregate
Purchase (Sale) Price
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Jacobs Holding AG
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22-Mar-17
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(1,400)
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Open Market
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$11.05
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($15,470.00)
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Jacobs Holding AG
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23-Mar-17
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(8,467)
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Open Market
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$11.02
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($93,314.81)
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Jacobs Holding AG
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24-Mar-17
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(8,903)
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Open Market
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$11.04
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($98,253.51)
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Jacobs Holding AG
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27-Mar-17
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(37,404)
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Open Market
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$11.34
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($424,049.15)
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Jacobs Holding AG
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28-Mar-17
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(21,796)
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Open Market
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$11.34
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($247,245.11)
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Jacobs Holding AG
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29-Mar-17
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(127,500)
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Open Market
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$11.34
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($1,446,232.50)
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Jacobs Holding AG
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30-Mar-17
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(6,240)
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Open Market
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$11.05
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($68,933.28)
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Jacobs Holding AG
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31-Mar-17
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(5,200)
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Open Market
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$11.00
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($57,202.60)
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Jacobs Holding AG
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3-Apr-17
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(10,481)
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Open Market
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$11.02
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($115,531.01)
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Jacobs Holding AG
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4-Apr-17
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(19,900)
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Open Market
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$11.00
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($218,925.87)
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Jacobs Holding AG
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5-Apr-17
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(11,600)
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Open Market
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$11.06
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($128,240.32)
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Jacobs Holding AG
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6-Apr-17
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(67,554)
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Open Market
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$11.18
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($754,983.50)
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Jacobs Holding AG
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7-Apr-17
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(10,846)
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Open Market
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$11.06
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($119,953.51)
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Jacobs Holding AG
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10-Apr-17
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(19,519)
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Open Market
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$11.04
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($215,569.79)
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Jacobs Holding AG
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11-Apr-17
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(25,846)
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Open Market
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$11.23
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($290,291.93)
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Jacobs Holding AG
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12-Apr-17
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(6,600)
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Open Market
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$11.08
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($73,112.82)
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Jacobs Holding AG
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13-Apr-17
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(10,861)
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Open Market
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$11.03
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($119,831.59)
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Jacobs Holding AG
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17-Apr-17
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(17,500)
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Open Market
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$11.14
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($195,035.75)
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Jacobs Holding AG
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18-Apr-17
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(520,882)
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Open Market
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$11.16
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($5,812,678.50)
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Jacobs Holding
AG
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19-Apr-17
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(240,000)
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Open Market
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$11.15
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($2,676,960.00)
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Total
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(1,178,499)
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($13,171,815.55)
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