SEC Form 4 · accession 0000899243-16-011817

BOULDER BRANDS, INC. · BDBD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christine Sacco

Officer — CFO and Assistant Treasurer

Period of report

Jan 15, 2016

Accepted (ET)

Jan 15, 2016 · 5:34 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001331301

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jan 15, 2016	U	4,100	$11.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase^F1,F2,F3	$12.24	Jan 15, 2016	D	100,000	D	—	Oct 8, 2022	Common Stock	100,000	D
Option to Purchase^F2,F3	$5.26	Jan 15, 2016	D	177,305	D	—	Jan 3, 2022	Common Stock	177,305	D
Option to Purchase^F2,F3	$4.60	Jan 15, 2016	D	72,695	D	—	Jan 21, 2018	Common Stock	72,695	D
Option to Purchase^F2,F3	$4.33	Jan 15, 2016	D	50,000	D	—	Dec 31, 2020	Common Stock	50,000	D

Explanation of responses

F1On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration").
F2The stock options granted in October 2012, January 2012, March 2011 and December 2010, respectively, each were scheduled to vest ratably over four years. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment.
F3(Continued from footnote 2) As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time.