Once Upon a Farm (OFRM) director details indirect fund-based equity stakes
Rhea-AI Filing Summary
Once Upon a Farm, PBC director Jared Noah Jacobs reported indirect pre‑IPO equity holdings through investment funds managed by CAVU affiliates. The filing lists indirect common stock ownership of 731,396 shares by CAVU Venture Partners IV L.P. and 538,729 shares by TNG Investors LP.
The report also discloses several preferred stock series held indirectly through CAVU Venture Partners II L.P., CAVU Venture Partners III L.P., and TNG Investors LP, all convertible into common stock. The preferred stock has no expiration date and will automatically convert into common stock for no additional consideration at the closing of the company’s initial public offering. Jacobs is a partner at CAVU Consumer Partners LLC and disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Jacobs Jared Noah
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A-2 Preferred Stock | -- | -- | -- |
| holding | Series B-1 Preferred Stock | -- | -- | -- |
| holding | Series B-2 Preferred Stock | -- | -- | -- |
| holding | Series C-1 Preferred Stock | -- | -- | -- |
| holding | Series D Preferred Stock | -- | -- | -- |
| holding | Series D Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series A-2 Preferred Stock — 107,749 shares (Indirect, By TNG Investors LP);
Series B-1 Preferred Stock — 4,804,965 shares (Indirect, By CAVU Venture Partners II L.P.);
Series B-2 Preferred Stock — 914,243 shares (Indirect, By CAVU Venture Partners II L.P.);
Series C-1 Preferred Stock — 874,954 shares (Indirect, By CAVU Venture Partners II L.P.);
Series D Preferred Stock — 817,340 shares (Indirect, By CAVU Venture Partners II L.P.);
Series D Preferred Stock — 2,274,219 shares (Indirect, By CAVU Venture Partners III L.P.);
Common Stock — 731,396 shares (Indirect, By CAVU Venture Partners IV L.P.);
Common Stock — 538,729 shares (Indirect, By TNG Investors LP)
Footnotes (3)
- F1. CAVU Venture Partners GP II, LLC ("Fund II GP LLC") is the general partner of CAVU Venture Partners GP II, LP ("Fund II GP"), which is the general partner of CAVU Venture Partners II L.P. CAVU Venture Partners GP III, LLC ("Fund III GP LLC") is the general partner of CAVU Venture Partners GP III, LP ("Fund III GP"), which is the general partner of CAVU Venture Partners III L.P. CAVU Venture Partners GP IV, LLC ("Fund IV GP LLC") is the general partner of CAVU Venture Partners GP IV, LP ("Fund IV GP"), which is the general partner of CAVU Venture Partners IV L.P. and TNG Investors LP. The reporting person is a Partner at CAVU Consumer Partners LLC, which is the investment manager of the foregoing.
- F2. (Continued from footnote 1) The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F3. The preferred stock of Once Upon a Farm, PBC (the "Issuer") has no expiration date and is convertible at the reporting person's election into the Issuer's common stock. As of the closing of the Issuer's initial public offering, the preferred stock will automatically convert, for no additional consideration, into common stock of the Issuer.
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FAQ
What insider equity holdings did OFRM director Jared Jacobs report?
Jared Noah Jacobs reported indirect holdings in Once Upon a Farm common and preferred shares through CAVU-related funds. These include 731,396 common shares via CAVU Venture Partners IV L.P. and 538,729 common shares via TNG Investors LP, plus several preferred stock series convertible into common stock.
What preferred stock in Once Upon a Farm did Jared Jacobs report?
The filing lists Series A-2, B-1, B-2, C-1 and D preferred stock of Once Upon a Farm held indirectly through TNG Investors LP and CAVU Venture Partners II and III L.P. Each preferred series is convertible into common stock with no expiration date, as disclosed in the footnotes.
When will OFRM preferred stock held by CAVU funds convert to common?
The preferred stock of Once Upon a Farm held through the CAVU and TNG funds will automatically convert into common stock at the closing of the issuer’s initial public offering. This conversion occurs for no additional consideration, according to the disclosure in the footnotes.
Does Jared Jacobs claim full beneficial ownership of the reported OFRM securities?
No. Jared Noah Jacobs expressly disclaims beneficial ownership of the reported securities for Exchange Act purposes, except to the extent of any pecuniary interest. The securities are held by various CAVU and TNG investment funds, for which CAVU Consumer Partners LLC serves as investment manager.
What role does CAVU Consumer Partners LLC play in OFRM insider holdings?
CAVU Consumer Partners LLC is identified as the investment manager for CAVU Venture Partners II, III, IV L.P. and TNG Investors LP that hold Once Upon a Farm securities. Jared Noah Jacobs is a partner there, linking his indirect interest to these investment funds’ positions.