SEC Filing | Real Good Foods

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stiffelman Andrew J

(Last)

(First)

(Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL

08002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2021

3. Issuer Name and Ticker or Trading Symbol
Real Good Food Company, Inc. [ RGF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock⁽¹⁾⁽²⁾	1,318,690	I	See footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A common stock	1,318,690	⁽⁴⁾	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Stiffelman Andrew J

(Last)

(First)

(Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL

08002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CPG Solutions LLC

(Last)

(First)

(Middle)

3 EXECUTIVE CAMPUS, SUITE 155

(Street)

CHERRY HILL

08002

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects shares acquired in connection with the Reorganization (as defined in the Registration Statement on Form S-1 (File No. 333-260204)) consummated in connection with the initial public offering ("IPO") of shares of the Issuer's Class A common stock, par value $0.0001 (the "Class A Common Stock"). Pursuant to the Reorganization, (i) the membership interests in Real Good Foods, LLC, which is formerly known as The Real Good Food Company, LLC ("RGF, LLC"), held by each member of RGF, LLC (each, a "Member") converted into Class B units of RGF, LLC ("Class B Units"); and (ii) the Issuer issued one share of its Class B common stock, par value $0.0001 ("Class B Common Stock") for each Class B Unit held by the Members. Shares of Class B Common Stock are not convertible into any other security of the Issuer and confer no economic rights on the holders thereof.

2. (Continued from Footnote 1) Except as provided in the Issuer's Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, holders of Class B Common Stock are entitled to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon the exchange of Class B Units that are held by the Reporting Person and reported in Table II, for shares of Class A Common Stock, an equal number of shares of Class B Common Stock will be automatically forfeited and canceled for each Class B Unit so exchanged. See footnote 4 below.

3. Reflects shares of Class B Common Stock owned directly by CPG Solutions LLC ("CPG"). The Reporting Person is a member of the board of managers of CPG and has shared voting and dispositive power over these shares, but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. At the election of the Reporting Person, the Class B Units are exchangable on a one-for-one basis for shares of Class A Common Stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of one share of Class A Common Stock for each Class B Unit 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 holders of Class B Units and shares of Class B Common Stock from time to time parties thereto. Upon any exchange, cancelation, or redemption of any Class B Unit, one share of Class B Common Stock is automatically forfeited and canceled for each Class B Unit so exchanged, canceled, or redeemed. There is no specified exercise date associated with the Class B Units and the Class B Units do not expire.

5. Reflects shares of Class B Units owned directly by CPG. See footnote 3 above.

Remarks:

Chief Marketing Officer Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney

	Andrew J. Stiffelman, By: /s/ Gerard G. Law, Attorney-in-Fact for Andrew J. Stiffelman	11/04/2021
	CPG Solutions LLC, a Wyoming limited liability company, By: /s/ Gerard G. Law, Attorney-in-Fact for CPG Solutions LLC	11/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Bryan Freeman, Gerard G.
Law, Akshay Jagdale, and Ryan C. Wilkins, or either of them signing
individually, the undersigned's true and lawful attorney-in-fact (each, an
"Attorney-in-Fact") to:

(1)     complete and execute, for and on behalf of the undersigned, in the
        undersigned's capacity as an officer, director and/or beneficial owner
        of more than ten percent (10%) of any equity securities of The Real Good
        Food Company, Inc., a Delaware corporation (the "Company"), Forms 3, 4
        and 5, and Schedules 13D and 13G, and such other forms and documents,
        including any amendments to any of the foregoing, as such Attorney-In-
        Fact shall in his or her discretion determine to be required or
        advisable pursuant to Section 16(a) and Section 13(d) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
        regulations promulgated thereunder, or any successor laws and
        regulations, as a consequence of, or in respect of, the undersigned's
        ownership, acquisition or disposition of securities of the Company;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        forms and schedules, including any amendments thereto, and timely file
        such forms and schedules, including any amendments thereto, with the
        United States Securities and Exchange Commission (the "SEC"), and any
        securities exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such Attorney-in-Fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such information as
        such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

        The undersigned hereby grants to each such Attorney-in-Fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that each of
the foregoing Attorneys-in-Fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of
the Exchange Act.

        The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such Attorney-in-Fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2021.

                                        /s/ Andrew Stiffelman
                                        ---------------------------------------
                                        Andrew J. Stiffelman

                               POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Gerard G. Law, Akshay
Jagdale, and Ryan C. Wilkins, or either of them signing individually, the
undersigned's true and lawful attorney-in-fact (each, an "Attorney-in-Fact") to:

(1)   complete and execute, for and on behalf of the undersigned, in the
      undersigned's capacity as an officer, director and/or beneficial owner of
      more than ten percent (10%) of any equity securities of The Real Good Food
      Company, Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5,
      and Schedules 13D and 13G, and such other forms and documents, including
      any amendments to any of the foregoing, as such Attorney-In-Fact shall in
      his or her discretion determine to be required or advisable pursuant to
      Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act") and the rules and regulations promulgated
      thereunder, or any successor laws and regulations, as a consequence of, or
      in respect of, the undersigned's ownership, acquisition or disposition of
      securities of the Company;

(2)   do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such forms and
      schedules, including any amendments thereto, and timely file such forms
      and schedules, including any amendments thereto, with the United States
      Securities and Exchange Commission (the "SEC"), and any securities
      exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such Attorney-in-Fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such information as such
      Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

      The undersigned hereby grants to each such Attorney-in-Fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such Attorney- in-Fact, or each
such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each of the foregoing Attorneys-in-
Fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities
to comply with Section 16(a) and Section 13(d) of the Exchange Act.

      The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such Attorney-in-Fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd  day of November, 2021.

                                        CPG SOLUTIONS, LLC

                                        By:/s/ Andrew J. Stiffelman
                                           ------------------------------------
                                               Andrew J. Stiffelman, Manager