<SEC-DOCUMENT>0001209191-14-069380.txt : 20141117
<SEC-HEADER>0001209191-14-069380.hdr.sgml : 20141117
<ACCEPTANCE-DATETIME>20141117210044
ACCESSION NUMBER:		0001209191-14-069380
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20141106
FILED AS OF DATE:		20141117
DATE AS OF CHANGE:		20141117

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Freshpet, Inc.
		CENTRAL INDEX KEY:			0001611647
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				201884894
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		400 PLAZA DRIVE, 1ST FLOOR
		CITY:			SECAUCUS
		STATE:			NJ
		ZIP:			07094
		BUSINESS PHONE:		201-520-4000

	MAIL ADDRESS:	
		STREET 1:		400 PLAZA DRIVE, 1ST FLOOR
		CITY:			SECAUCUS
		STATE:			NJ
		ZIP:			07094

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			KAYNE ANDERSON CAPITAL ADVISORS LP
		CENTRAL INDEX KEY:			0000949615
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36729
		FILM NUMBER:		141229336

	BUSINESS ADDRESS:	
		STREET 1:		1800 AVENUE OF THE STARS
		STREET 2:		3RD FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067
		BUSINESS PHONE:		3105562721

	MAIL ADDRESS:	
		STREET 1:		1800 AVENUE OF THE STARS
		STREET 2:		3RD FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067

	FORMER NAME:	
		FORMER CONFORMED NAME:	KAIM NON TRADITIONAL L P/CA
		DATE OF NAME CHANGE:	19960605
</SEC-HEADER>
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<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
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<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-11-06</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001611647</issuerCik>
        <issuerName>Freshpet, Inc.</issuerName>
        <issuerTradingSymbol>FRPT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000949615</rptOwnerCik>
            <rptOwnerName>KAYNE ANDERSON CAPITAL ADVISORS LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>1800 AVENUE OF THE STARS, 3RD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>LOS ANGELES</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90067</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>5356784</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Series B Preferred Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>112160</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series C Preferred Stock</value>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>7.10</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>936471</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Such shares are owned by Freshpet Investors LLC.  Kayne Anderson Capital Advisors L.P. is a managing member of Freshpet Investors LLC and shares voting and investment power over such shares held by Freshpet Investors LLC. Kayne Anderson Capital Advisors L.P. disclaims beneficial ownership of all shares held or controlled by Freshpet Investors LLC except to the extent of its pecuniary interest therein.</footnote>
        <footnote id="F2">The Series C Preferred Stock is convertible at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined in the Second Amended and Restated Certificate of Incorporation of the Issuer) in effect at the time of conversion. The Common Stock underlying the Series C Preferred Stock has been adjusted for a 1-for-0.7396 stock split.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Richard Kassar, as Attorney-in-fact for the Reporting Person</signatureName>
        <signatureDate>2014-11-17</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                                                      EXHIBIT 24

                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Richard Kassar signing singly, as the undersigned's true and
lawful attorney-in-fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:

(1)   prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
      (including any amendments thereto) with respect to the securities of
      Freshpet, Inc., a Delaware corporation, or any successor thereto (the
      "Company"), with the U.S. Securities and Exchange Commission, any national
      securities exchanges and the Company, as considered necessary or advisable
      under Section 16(a) of the Securities Exchange Act of 1934 and the rules
      and regulations promulgated thereunder, as amended from time to time (the
      "Exchange Act");

(2)   seek or obtain, as the undersigned's representative and on the
      undersigned's behalf, information of transactions in the Company's
      securities from any third party, including brokers, employee benefit plan
      administrators and trustees, and the undersigned hereby authorizes any
      such person to release any such information to the undersigned and
      approves and ratifies any such release of information; and

(3)   perform any and all other acts which in the discretion of such
      attorney-in-fact is necessary or desirable for and on behalf of the
      undersigned in connection with the foregoing.

      The undersigned acknowledges that:

(1)   this Power of Attorney authorizes, but does not require, such
      attorney-in-fact to act in his discretion on information provided to such
      attorney-in-fact without independent verification of such information;

(2)   any documents prepared and/or executed by such attorney-in-fact on behalf
      of the undersigned pursuant to this Power of Attorney will be in such form
      and will contain such information and disclosure as such attorney-in-fact,
      in his or her discretion, deems necessary or desirable;

(3)   neither the Company nor such attorney-in-fact assumes (i) any liability
      for the undersigned's responsibility to comply with the requirement of the
      Exchange Act, (ii) any liability of the undersigned for any failure to
      comply with such requirements, or (iii) any obligation or liability of the
      undersigned for profit disgorgement under Section 16(b) of the Exchange
      Act; and

(4)   this Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under the
      Exchange Act, including without limitation the reporting requirements
      under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that such attorney-in-fact
of, for and on behalf of the undersigned, shall lawfully do or cause to be done
by virtue of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.

                                   * * * * *

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of November 2014.


                                     KAYNE ANDERSON CAPITAL ADVISORS, L.P.

                                     By:    /s/ David Shladovsky
                                     Name:  David Shladovsky
                                     Title: General Counsel

</PRE>
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