SEC FORM 4/A SEC Form 4
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).
1. Name and Address of Reporting Person*
OHAYER MATTHEW

(Last) (First) (Middle)
C/O VITAL FARMS, INC.
3601 SOUTH CONGRESS AVENUE, SUITE C100

(Street)
AUSTIN TX 78704

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vital Farms, Inc. [ VITL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/30/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)(1) $22 07/30/2020 A 570(2) (3) 07/30/2030 Common Stock 570(2) $0.00 570(2) D
Employee Stock Option (right to buy)(1) $24.2(4) 07/30/2020 A 18,180(4) (3) 07/30/2025(4) Common Stock 18,180(4) $0.00 18,180(4) D
Explanation of Responses:
1. These securities were inadvertently combined and reported on a single line on the Reporting Person's original Form 4 (the "Original Form 4"). This amendment serves to separate the options and report each option on a separate line.
2. The Original Form 4 inadvertently listed the incorrect number of derivative securities, number of underlying shares covered by this this option and number of derivative securities beneficially owned following reported transaction.
3. The shares subject to the option will vest in four equal annual installments commencing one year after the grant date, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.
4. The Original Form 4 inadvertently listed the incorrect exercise price, number of derivative securities, expiration date, number of underlying shares covered by this this option and number of derivative securities beneficially owned following reported transaction.
Remarks:
/s/ Jason Minio, Attorney-in-Fact 12/29/2022
** 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.
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