Large owner Cavu Venture Partners Ii, Lp converted options into 9,793,470 shares (SEC Form 4)
$OFRM
Packaged Foods
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Once Upon a Farm, PBC [ OFRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/09/2026 | C | 7,411,502 | A | (1) | 7,411,502 | I | By CAVU Venture Partners II L.P.(2)(3) | ||
| Common Stock | 02/09/2026 | C | 107,749 | A | (1) | 646,478 | I | By TNG Investors LP(2)(3) | ||
| Common Stock | 02/09/2026 | C | 2,274,219 | A | (1) | 2,274,219 | I | By CAVU Venture Partners III L.P.(2)(3) | ||
| Common Stock | 731,396 | I | By CAVU Venture Partners IV L.P.(2)(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-2 Preferred Stock | (1) | 02/09/2026 | C | 107,749 | (1) | (1) | Common Stock | 107,749 | $0.00 | 0 | I | By TNG Investors LP(2)(3) | |||
| Series B-1 Preferred Stock | (1) | 02/09/2026 | C | 4,804,965 | (1) | (1) | Common Stock | 4,804,965 | $0.00 | 0 | I | By CAVU Venture Partners II L.P.(2)(3) | |||
| Series B-2 Preferred Stock | (1) | 02/09/2026 | C | 914,243 | (1) | (1) | Common Stock | 914,243 | $0.00 | 0 | I | By CAVU Venture Partners II L.P.(2)(3) | |||
| Series C-1 Preferred Stock | (1) | 02/09/2026 | C | 874,954 | (1) | (1) | Common Stock | 874,954 | $0.00 | 0 | I | By CAVU Venture Partners II L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 02/09/2026 | C | 817,340 | (1) | (1) | Common Stock | 817,340 | $0.00 | 0 | I | By CAVU Venture Partners II L.P.(2)(3) | |||
| Series D Preferred Stock | (1) | 02/09/2026 | C | 2,274,219 | (1) | (1) | Common Stock | 2,274,219 | $0.00 | 0 | I | By CAVU Venture Partners III L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The preferred stock automatically converted, for no additional consideration, into shares of common stock of Once Upon a Farm, PBC (the "Issuer"), as of the closing of the Issuer's initial public offering on February 9, 2026. |
| 2. 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. Brett Thomas is a Manager of the Fund II GP LLC, Fund III GP LLC and Fund IV GP LLC. |
| 3. (continued from footnote 1) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| CAVU Venture Partners II L.P., By: /s/ Brett Thomas, Manager of General Partner of General Partner | 02/09/2026 | |
| CAVU Venture Partners III L.P., By: /s/ Brett Thomas, Manager of General Partner of General Partner | 02/09/2026 | |
| CAVU Venture Partners IV L.P., By: /s/ Brett Thomas, Manager of General Partner of General Partner | 02/09/2026 | |
| TNG Investors LP, By: /s/ Brett Thomas, Manager of General Partner of General Partner | 02/09/2026 | |
| ** 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 4 (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. | ||