Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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The Real Good Food Company, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
75601G109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 75601G109 |
| 1 | Names of Reporting Persons
CPG Solutions LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Shares Reflect 1,268,690 Class B Units of Real Good Foods, LLC ("Class B Units") held directly by CPG Solutions, which may be exchanged at its election for shares of the Issuer's Class A common stock on a one-for-one basis, with an equal number of shares of the issuers Class B common stock.The ownership percentage is calculated based on 21,086,911 shares of the Issuer's Class A common stock outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Persons, plus all shares of Class B common stock beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | 75601G109 |
| 1 | Names of Reporting Persons
Andrew J. Stiffelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Shares Reflect 1,268,690 Class B Units of Real Good Foods, LLC ("Class B Units") held directly by CPG Solutions, which may be exchanged at its election for shares of the Issuer's Class A common stock on a one-for-one basis, with an equal number of shares of the issuers Class B common stock.The ownership percentage is calculated based on 21,086,911 shares of the Issuer's Class A common stock outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Persons, plus all shares of Class B common stock beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | 75601G109 |
| 1 | Names of Reporting Persons
Patrick C. Dyer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Shares Reflect 1,268,690 Class B Units of Real Good Foods, LLC ("Class B Units") held directly by CPG Solutions, which may be exchanged at its election for shares of the Issuer's Class A common stock on a one-for-one basis, with an equal number of shares of the issuers Class B common stock.The ownership percentage is calculated based on 21,086,911 shares of the Issuer's Class A common stock outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Persons, plus all shares of Class B common stock beneficially owned by the Reporting Persons.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
The Real Good Food Company, Inc. | |
| (b) | Address of issuer's principal executive offices:
3 Executive Campus, Suite 155, Cherry Hill, NJ 08002 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act:(i) CPG Solutions LLC, a Wyoming limited liability company ("CPG Solutions");(ii) Andrew J. Stiffelman; and(iii) Patrick C. Dyer.CPG Solutions, Mr. Stiffelman, and Mr. Dyer are hereinafter collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 6400 Bluff Creek Lane, Lohman, MO 65053. | |
| (c) | Citizenship:
USA, Wyoming | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
75601G109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,268,690 | |
| (b) | Percent of class:
5.7 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
1,268,690 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,268,690 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBITNO. DESCRIPTION OF EXHIBIT99.1 Joint Filing Agreement among the Reporting Persons dated as of December 1, 2021, as filed as Exhibit 99.1 to the Schedule 13G filed with the SEC on December 2, 2021. |