SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dale Jason

(Last)

(First)

(Middle)

C/O VITAL FARMS, INC.

3601 SOUTH CONGRESS AVENUE, SUITE C100

(Street)

AUSTIN

78704

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2020

3. Issuer Name and Ticker or Trading Symbol
Vital Farms, Inc. [ VITL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	246	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	10/09/2024	Common Stock	19,840	$1.4309	D
Employee Stock Option (right to buy)	⁽²⁾	01/30/2025	Common Stock	61,500	$1.4309	D
Employee Stock Option (right to buy)	⁽³⁾	05/22/2025	Common Stock	61,500	$1.4309	D
Employee Stock Option (right to buy)	⁽⁴⁾	09/01/2025	Common Stock	123,000	$1.4309	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/01/2026	Common Stock	73,800	$3.2461	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/22/2028	Common Stock	110,700	$3.6748	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/28/2029	Common Stock	249,035	$5.3286	D

Explanation of Responses:

1. Fully vested.

2. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on January 30, 2016, subject to the Reporting Person continuing to provide service through each such date.

3. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on May 22, 2016, subject to the Reporting Person continuing to provide service through each such date.

4. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on September 1, 2016, subject to the Reporting Person continuing to provide service through each such date.

5. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on December 1, 2017, subject to the Reporting Person continuing to provide service through each such date.

6. One-fifth (1/5th) of the shares subject to the option vested or will vest in equal annual installments commencing on January 1, 2019, subject to the Reporting Person continuing to provide service through each such date.

7. One-fifth (1/5th) of the shares subject to the option will vest in equal annual installments commencing on August 22, 2020, subject to the Reporting Person continuing to provide service through each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jason Minio, Attorney-in-Fact	07/30/2020
	** 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 5 (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.