Filing Details

Accession Number:
0000899243-23-018551
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-08-28 19:31:34
Reporting Period:
2023-07-25
Accepted Time:
2023-08-28 19:31:34
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2023-07-25 150,000 $0.00 150,000 No 4 C Direct
Class B Common Stock Disposition 2023-07-25 150,000 $0.00 3,306,022 No 4 C Direct
Class A Common Stock Acquisiton 2023-08-24 3,306,022 $0.00 3,456,022 No 4 C Direct
Class B Common Stock Disposition 2023-08-24 3,306,022 $0.00 0 No 4 C Direct
Class A Common Stock Disposition 2023-08-24 3,456,022 $3.75 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 C Direct
No 4 C Direct
No 4 C Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Units Disposition 2023-07-25 150,000 $0.00 150,000 $0.00
Class A Common Stock Class B Units Disposition 2023-08-24 3,306,022 $0.00 3,306,022 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,306,022 No 4 C Direct
0 No 4 C Direct
Footnotes
  1. 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 150,000 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, 150,000 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).
  2. 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.
  3. 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.
  4. These Class A Shares were acquired by the Reporting Person upon the conversion of 3,306,022 Class B Units owned by the Reporting Person. Concurrent with this conversion of Class B Units into Class A Shares, 3,306,022 Class B Shares were forfeited and cancelled. See footnotes (2) and (3).