JANA Partners Management Takes Over Freshpet 13D Reporting

TL;DR

**JANA Partners Management is now the official reporting entity for Freshpet shares, replacing JANA Partners LLC.**

AI Summary

JANA Partners Management, LP filed an amended Schedule 13D/A on January 11, 2024, indicating a change in reporting entity for its stake in Freshpet, Inc. Previously, JANA Partners LLC was the reporting person, but JANA Partners Management, LP has now taken over this role due to its new investment advisor registration, effective January 9, 2024. This matters to investors because it clarifies which entity is now responsible for reporting beneficial ownership of Freshpet shares, ensuring transparency in who controls a significant portion of the company's stock.

Why It Matters

This filing clarifies the reporting entity for a significant investor in Freshpet, ensuring transparency in beneficial ownership and potential influence over the company.

Risk Assessment

Risk Level: low — This filing is an administrative update regarding the reporting entity and does not indicate a change in investment strategy or ownership percentage, posing minimal risk.

Analyst Insight

Investors should note this administrative change in reporting entity for transparency, but it does not signal an immediate change in investment thesis or strategy regarding Freshpet, Inc. No immediate action is required based solely on this filing.

Key Numbers

• $0.001 — par value per share (par value of Freshpet, Inc. Common Stock)
• 358039105 — CUSIP Number (identifies Freshpet, Inc. Common Stock)
• 0001611647 — CIK (Central Index Key for Freshpet, Inc.)
• 0001998597 — CIK (Central Index Key for JANA Partners Management, LP)
• 0001159159 — CIK (Central Index Key for JANA Partners LLC, under which prior filings were made)

Key Players & Entities

• JANA Partners Management, LP (company) — new reporting person for Freshpet shares
• Freshpet, Inc. (company) — the subject company of the filing
• JANA Partners LLC (company) — former reporting person
• Eleazer Klein, Esq. (person) — authorized to receive notices for JANA Partners Management, LP
• Adriana Schwartz, Esq. (person) — authorized to receive notices for JANA Partners Management, LP

Forward-Looking Statements

• JANA Partners Management, LP will continue to be the sole reporting entity for future Schedule 13D filings regarding Freshpet, Inc. shares. (JANA Partners Management, LP) — high confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $105 million — gregate purchase price of approximately $105 million. Such Shares were acquired with investm

Filing Documents

• p24-0117sc13da.htm (SC 13D/A) — 46KB
• 0000902664-24-000182.txt ( ) — 47KB

is hereby amended and restated in its entirety as follows

Item 2 is hereby amended and restated in its entirety as follows: (a) This statement is filed by JANA Partners Management, LP, a Delaware limited partnership (" JANA " or the " Reporting Person "). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. JANA Partners Management GP, LLC (the " GP ") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein (the " Principal "). (b) The principal business address of JANA, the GP and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153. (c) The principal business of JANA and the Principal is investing for accounts under their management. The principal business of the GP is acting as the general partner of JANA. (d) None of the Reporting Person, the GP or the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Person, the GP or the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) JANA is a limited partnership organized in Delaware. The Principal is a citizen of the United States of America. The GP is a limited liability company organized in Delaware. CUSIP No. 358039105 SCHEDULE 13D/A Page 4 of 6 Pages Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:

is hereby amended and restated in its entirety as follows

Item 3 is hereby amended and restated in its entirety as follows: The 2,383,150 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $105 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. Item 5. INTEREST IN SECURITIES OF THE COMPANY: Items 5(a)-(c) and (e) are hereby amended and restated in their entirety as follows: (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 48,241,898 Shares outstanding as of November 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 6, 2023. As of the close of business on the date hereof, JANA may be deemed to beneficially own 2,383,150 Shares, representing approximately 4.9% of the Shares outstanding. (b) JANA has sole voting and dispositive power over the 2,383,150 Shares, which power is exercised by the Principal. (c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty (60) days is set forth in Exhibit O hereto and is incorporated herein by reference. All of the transactions in Shares listed in Exhibit O were effected in the open mark

is hereby amended and supplemented by the addition of the following

Item 7 is hereby amended and supplemented by the addition of the following: Exhibit O: Transactions in the Shares of the Issuer During the Past Sixty (60) Days. CUSIP No. 358039105 SCHEDULE 13D/A Page 5 of 6 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 11, 2024 JANA PARTNERS MANAGEMENT, LP By: /s/ Jennifer Fanjiang Name: Jennifer Fanjiang Title: Partner, Chief Legal Officer and Chief Compliance Officer CUSIP No. 358039105 SCHEDULE 13D/A Page 6 of 6 Pages EXHIBIT O Transactions in the Shares of the Issuer During the Past Sixty (60) Days The following table sets forth all transactions in the Shares effected by the Reporting Person during the past sixty (60) days. 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 ($) column. The Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased/sold at each separate price. Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($) 11/14/2023 (22,690) 69.81 11/15/2023 (6,332) 69.92 69.73 – 70.32 11/17/2023 (68,632) 69.95 69.89 – 70.25 11/20/2023 (38,200) 69.93 69.78 – 70.15 11/22/2023 (4,772) 69.78 11/24/2023 (18,093) 70.00 11/28/2023 (41,281) 70.02 11/30/2023 34,375 70.29 12/8/2023 (100,000) 76.24 76.24 – 76.27 1/2/2024 (126,276) 87.31 87.17 – 87.35 1/3/2024 (24,371) 84.04 1/4/2024 (14,053) 82.65 1/9/2024 (123,766) 84.77 84.58 – 84.97 1/10/2024 (122,338) 85.77 85.73 – 85.90

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View this SC 13D/A filing on SEC EDGAR