Bryan T. Freeman - Nov 4, 2021 Form 3 Insider Report for Real Good Food Company, Inc. (RGF)

Role
Officer, Director, 10%+ Owner
Signature
/s/ Bryan T. Freeman
Stock symbol
RGF
Transactions as of
Nov 4, 2021
Transactions value $
$0
Form type
3
Date filed
11/4/2021, 08:10 PM
Next filing
Nov 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RGF Class B common stock 3.96M Nov 4, 2021 See footnote F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RGF Class B Units Nov 4, 2021 Class A common stock 3.96M See footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares acquired in connection with the Reorganization (as defined in the Registration Statement on Form S-1 (File No. 333-260204)) consummated in connection with the initial public offering ("IPO") of shares of the Issuer's Class A common stock, par value $0.0001 (the "Class A Common Stock"). Pursuant to the Reorganization, (i) the membership interests in Real Good Foods, LLC, which is formerly known as The Real Good Food Company, LLC ("RGF, LLC"), held by each member of RGF, LLC (each, a "Member") converted into Class B units of RGF, LLC ("Class B Units"); and (ii) the Issuer issued one share of its Class B common stock, par value $0.0001 ("Class B Common Stock") for each Class B Unit held by the Members.
F2 (Continued from Footnote 1) Shares of Class B Common Stock 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 Common Stock are entitled to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon the exchange of Class B Units that are held by the Reporting Person and reported in Table II, for shares of Class A Common Stock, an equal number of shares of Class B Common Stock will be automatically forfeited and canceled for each Class B Unit so exchanged. See footnote 4 below.
F3 Reflects shares of Class B Common Stock owned directly by Slingshot Consumer LLC ("Slingshot"). The Reporting Person is the Managing Partner of Slingshot and has sole voting and dispositive power over these shares.
F4 At the election of the Reporting Person, the Class B Units are exchangable on a one-for-one basis for shares of Class A Common Stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Class B Unit 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 holders of Class B Units and shares of Class B Common Stock from time to time parties thereto. Upon any exchange, cancelation, or redemption of any Class B Unit, one share of Class B Common Stock is automatically forfeited and canceled for each Class B Unit so exchanged, canceled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire.
F5 Reflects shares of Class B Units owned directly by Slingshot. See footnote 3 above.

Remarks:

Executive Chairman, President and Secretary Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney