UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Vital Farms, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 92847W103 |
| (CUSIP Number) |
| September 30, 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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No | 92847W103 |
| 1. | NAME OF REPORTING PERSONS | |
| Divisadero Street Capital Management, LP | ||
| 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 | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 2,225,053 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 2,225,053 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,225,053 | ||
| 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) | |
| 5.2% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IA, PN | ||
| CUSIP No | 92847W103 |
| 1. |
NAME OF REPORTING PERSONS
|
|
| William Zolezzi | ||
| 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 of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 2,225,053 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 2,225,053 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,225,053 | ||
| 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) | |
| 5.2% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
|
IN, HC |
||
| CUSIP No | 92847W103 |
| Item 1. | (a). | Name of Issuer: | |
| Vital Farms, Inc. | |||
| (b). | Address of Issuer's Principal Executive Offices: | ||
|
3601 South Congress Avenue, Suite C100 Austin, Texas 78704 |
|||
| Item 2. | (a). | Name of Person Filing: | |
|
Divisadero Street Capital Management, LP William Zolezzi
Divisadero Street Capital Management, LP is the investment adviser to private investment funds and William Zolezzi is the control person of Divisadero Street Capital Management, LP. Divisadero Street Capital Management, LP and William Zolezzi (collectively, the “Filers”) are filing this statement jointly, but not as members of a group. Each Filer expressly disclaims membership in a group. Each Filer also disclaims beneficial ownership of the Common Stock, par value $0.0001 per share of Vital Farms, Inc. except to the extent of that Filer’s pecuniary interest therein. |
|||
| (b). | Address of Principal Business Office, or if None, Residence: | ||
|
Divisadero Street Capital Management, LP 3480 Main Highway, Suite 204 Miami, FL 33133
William Zolezzi c/o Divisadero Street Capital Management, LP 3480 Main Highway, Suite 204 Miami, FL 33133 |
|||
| (c) | Citizenship: | ||
|
Divisadero Street Capital Management, LP – Delaware William Zolezzi – United States of America |
|||
| (d). | Title of Class of Securities: | ||
| Common Stock, par value $0.0001 per share | |||
|
|
|||
| (e). | CUSIP Number: | ||
| 92847W103 |
| Item 3. | If This Statement is filed pursuant to ss.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 Exchange Act (15 U.S.C. 78c). | |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [X] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | [X] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | [_] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); | |
| (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); | |
| (j) | [_] | Group, in accordance with s.240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) | Amount beneficially owned: | |
|
Divisadero Street Capital Management, LP – 2,225,053 William Zolezzi – 2,225,053 | ||
| (b) | Percent of class: | |
|
Divisadero Street Capital Management, LP – 5.2% William Zolezzi – 5.2% | ||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote | |||
|
Divisadero Street Capital Management, LP – 0 William Zolezzi – 0
|
||||
| (ii) | Shared power to vote or to direct the vote | |||
|
Divisadero Street Capital Management, LP – 2,225,053 William Zolezzi – 2,225,053
|
||||
| (iii) | Sole power to dispose or to direct the disposition of | |||
|
Divisadero Street Capital Management, LP – 0 William Zolezzi – 0
|
||||
| (iv) | Shared power to dispose or to direct the disposition of | |||
|
Divisadero Street Capital Management, LP – 2,225,053 William Zolezzi – 2,225,053 |
||||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | |
| N/A | |
|
|
|
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. | |
| All securities reported in this Schedule 13G are owned by advisory clients of Divisadero Street Capital Management, LP. None of the advisory clients individually own more than 5% of the outstanding Common Stock, par value $0.0001 per share of Vital Farms, Inc. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. | |
| Please see Exhibit B attached hereto. | |
|
| |
| Item 8. | Identification and Classification of Members of the Group. |
| If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. | |
| N/A | |
|
| |
| Item 9. | Notice of Dissolution of Group. |
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. | |
| N/A | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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.
| November 14, 2024 | |
| (Date) |
| Divisadero Street Capital Management, LP* | |
|
By: Divisadero Street Capital LLC, its general partner
/s/ William Zolezzi By: William Zolezzi Title: Manager | |
|
William Zolezzi* By: /s/ William Zolezzi | |
* This Reporting Person disclaims beneficial ownership in the Common Stock, par value $0.0001 per share, except to the extent of his or its pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated November 14, 2024 relating to the Common Stock, par value $0.0001 per share, of Vital Farms, Inc. shall be filed on behalf of the undersigned.
| November 14, 2024 |
| (Date) |
| Divisadero Street Capital Management, LP | |
|
By: Divisadero Street Capital LLC, its general partner
/s/ William Zolezzi By: William Zolezzi Title: Manager | |
|
William Zolezzi By: /s/ William Zolezzi | |
Exhibit B
Divisadero Street Capital Management, LP is the relevant entity for which William Zolezzi may be considered a control person.