4//SEC Filing
Rodsky Seth 4
Accession 0001493152-23-029476
CIK 0001871149other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 8:38 PM ET
Size
20.8 KB
Accession
0001493152-23-029476
Insider Transaction Report
Form 4
Strand Equity Partners III, LLC
10% Owner
Transactions
- Sale
Class A Common Stock
2023-08-17$4.25/sh−2,002$8,509→ 33,161 total - Conversion
Class B Common Stock
2023-08-18−250,000→ 955,776 total - Sale
Class A Common Stock
2023-08-16$4.26/sh−19,838$84,510→ 35,163 total - Sale
Class A Common Stock
2023-08-18$4.26/sh−28,495$121,389→ 4,666 total - Conversion
Class A Common Stock
2023-08-18+250,000→ 254,666 total - Conversion
Class B Units
2023-08-18+250,000→ 955,776 totalExercise: $0.00→ Class A Common Stock (250,000 underlying)
Rodsky Seth
10% Owner
Transactions
- Sale
Class A Common Stock
2023-08-16$4.26/sh−19,838$84,510→ 35,163 total - Conversion
Class B Common Stock
2023-08-18−250,000→ 955,776 total - Sale
Class A Common Stock
2023-08-17$4.25/sh−2,002$8,509→ 33,161 total - Conversion
Class B Units
2023-08-18+250,000→ 955,776 totalExercise: $0.00→ Class A Common Stock (250,000 underlying) - Sale
Class A Common Stock
2023-08-18$4.26/sh−28,495$121,389→ 4,666 total - Conversion
Class A Common Stock
2023-08-18+250,000→ 254,666 total
Strand Management Co
10% Owner
Transactions
- Sale
Class A Common Stock
2023-08-16$4.26/sh−19,838$84,510→ 35,163 total - Sale
Class A Common Stock
2023-08-18$4.26/sh−28,495$121,389→ 4,666 total - Sale
Class A Common Stock
2023-08-17$4.25/sh−2,002$8,509→ 33,161 total - Conversion
Class A Common Stock
2023-08-18+250,000→ 254,666 total - Conversion
Class B Common Stock
2023-08-18−250,000→ 955,776 total - Conversion
Class B Units
2023-08-18+250,000→ 955,776 totalExercise: $0.00→ Class A Common Stock (250,000 underlying)
Footnotes (6)
- [F1]This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $4.25 to $4.38, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F2]This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $4.25 to $4.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F3]These shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Shares"), were acquired by SEP III, LLC (as defined below) upon the conversion of 250,000 Class B Units (the "Class B Units") of Real Good Foods, LLC ("RGF, LLC"), owned by SEP III, LLC. Concurrent with this conversion of Class B Units into Class A Shares, 250,000 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 (4), (5), and (6).
- [F4]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.
- [F5](Continued from Footnote 4) 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. See footnote (6) below.
- [F6](Continued from Footnote 5) At SEP III, LLC'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.
Documents
Issuer
Real Good Food Company, Inc.
CIK 0001871149
Entity typeother
Related Parties
1- filerCIK 0001931393
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 8:38 PM ET
- Size
- 20.8 KB