Home > Insider Trading > Filing (0000899243-23-002177)

Filing Details

Accession Number:: 0000899243-23-002177
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-01-19 17:05:58
Reporting Period:: 2023-01-18

Accepted Time:: 2023-01-19 17:05:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1871149	Real Good Food Company Inc.	RGF	Food And Kindred Products (2000)	871280343

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1888101	Josh Schreider	15280 N. Brilliant Sky Pl Marana AZ 85658		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2023-01-18	500,000	$0.00	500,000	No	4	C	Direct
Class B Common Stock	Disposition	2023-01-18	500,000	$0.00	3,456,022	No	4	C	Direct
Class A Common Stock	Disposition	2023-01-18	500,000	$4.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units	Disposition	2023-01-18	500,000	$0.00	500,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,456,022			No	4	C	Direct

Footnotes

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).
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.
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.
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.