4//SEC Filing
Schreider Josh 4
Accession 0000899243-23-002177
CIK 0001871149other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 5:05 PM ET
Size
13.1 KB
Accession
0000899243-23-002177
Insider Transaction Report
Form 4
Schreider Josh
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-01-18−500,000→ 3,456,022 total - Conversion
Class B Units
2023-01-18−500,000→ 3,456,022 totalExercise: $0.00→ Class A Common Stock (500,000 underlying) - Conversion
Class A Common Stock
2023-01-18+500,000→ 500,000 total - Sale
Class A Common Stock
2023-01-18$4.00/sh−500,000$2,000,000→ 0 total
Footnotes (4)
- [F1]These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by the Reporting Person upon the conversion of 500,000 Class B Units of Real Good Foods, LLC (the "Class B Units"), the successor to The Real Good Food Company LLC ("RGF, LLC"), owned by the Reporting Person. Concurrent with this conversion of Class B Units into Class A Shares, 500,000 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Shares") were forfeited and cancelled. See footnotes (2) and (3).
- [F2]In connection with the Issuer's initial public offering of the Class A Shares, the membership interests in RGF, LLC held by the members of RGF, LLC (each, a "Member") converted into Class B Units, and the Issuer issued one Class B Share for each Class B Unit held by the Members. Class B Shares are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof. Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Shares are entitled to one vote per share on all matters to be voted on by holders of the Class A Shares.
- [F3]At the Reporting Person's election, the Class B Units are exchangeable on a one-for-one basis for Class A Shares, or, at the Issuer's election, cash equal to a volume weighted average market price of one Class A Share for each Class B Unit so exchanged, in each case subject to the terms of that certain Exchange Agreement, dated as of November 4, 2021, by and among the Issuer, RGF, LLC, and the Members from time to time parties thereto. Upon any exchange, cancellation, or redemption of Class B Units, one Class B Share is automatically forfeited and cancelled for each Class B Unit so exchanged, cancelled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire.
- [F4]All of the shares held by the Reporting Person following the reported transaction are subject to the terms of a Lock-Up Agreement, which restricts the Reporting Person from selling, offering to sell, pledging, hypothecating, or otherwise transferring or disposing of, any of the shares for a period of six-months following the transaction date, subject to customary exceptions.
Documents
Issuer
Real Good Food Company, Inc.
CIK 0001871149
Entity typeother
Related Parties
1- filerCIK 0001888101
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 5:05 PM ET
- Size
- 13.1 KB