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Filing Details

Accession Number:: 0001493152-23-029476
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-08-18 20:38:15
Reporting Period:: 2023-08-16

Accepted Time:: 2023-08-18 20:38:15
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	Director	Officer	Large Shareholder	Other
1931393	Seth Rodsky	C/O Strand Equity Partners Iii, Llc 1888 Century Park East, Suite 1440 Los Angeles CA 90067	No	No	Yes	No
1931395	Strand Equity Partners Iii, Llc	1888 Century Park East, Suite 1440 Los Angeles CA 90067	No	No	Yes	No
1933924	Strand Management Co	1888 Century Park East, Suite 1440 Los Angeles CA 90067	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2023-08-16	19,838	$4.26	35,163	No	4	S	Direct
Class A Common Stock	Disposition	2023-08-17	2,002	$4.25	33,161	No	4	S	Direct
Class A Common Stock	Disposition	2023-08-18	28,495	$4.26	4,666	No	4	S	Direct
Class A Common Stock	Acquisiton	2023-08-18	250,000	$0.00	254,666	No	4	C	Direct
Class B Common Stock	Disposition	2023-08-18	250,000	$0.00	955,776	No	4	C	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units	Acquisiton	2023-08-18	250,000	$0.00	250,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
955,776			No	4	C	Direct

Footnotes

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.
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.
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).
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.
(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.
(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.