Rodsky Seth's Form 4 filing
Real Good Food Company, Inc. (RGF) · filed Jan 4, 2023
- Accession no.
- 0001493152-23-000314
- Filed
- Jan 4, 2023, 4:05 PM ET
- Trade date
- Dec 30, 2022
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $250.1K. It was filed 5 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Rodsky SethCIK 0001931393 | 10% Owner |
| Strand Equity Partners III, LLCCIK 0001931395 | 10% Owner |
| Strand Management CoCIK 0001933924 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 30, 2022 | Class A Common Stock | SSaleDisposed | −38,302 | $6.53F5 | −$250,112.06 | 0 | Direct | |
| Dec 30, 2022 | Class A Common Stock | CConversionAcquired | +100,000 | $0.00F2,F3,F4 | $0 | 100,000 | Direct | |
| Dec 30, 2022 | Class B Common Stock | CConversionDisposed | −100,000 | $0.00F2,F3,F4 | $0 | 1,405,776 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 30, 2022 | Class A Common Stock | CConversionAcquired | +100,000 | $0.00 | $0 | 1,405,776 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I.
- F3
(Continued from Footnote 2) 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 (4) below.
Referenced by the price of 2 transactions in Table I.
- F4
(Continued from Footnote 3) 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.
Referenced by the price of 2 transactions in Table I.
- F5
This price reflects the weighted average price at which these shares were sold. The shares were sold in multiple transactions at prices ranging from $6.50 to $6.61, 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.
Referenced by the price of 1 transaction in Table I.
Remarks
Strand Management Company ("SMC") is the sole manager of Strand Equity Partners III, LLC ("SEP III") and Seth Rodsky is the president of SMC, and as such, SMC and Mr. Rodsky may be deemed to share voting and dispositive power with respect to any securities beneficially owned by SEP III. SMC and Mr. Rodsky disclaim beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that either SMC or Mr. Rodsky is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.