SEC Form 4 · accession 0000899243-16-011821
BOULDER BRANDS, INC. · BDBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin D Chereskin
Director
Period of report
Jan 15, 2016
Accepted (ET)
Jan 15, 2016 · 5:38 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 | 82,500 | $11.00 | D | 22,500 | D | |
| Common StockF1,F2 | Jan 15, 2016 | D | 22,500 | $11.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock units) was cancelled and converted into the right to receive $11.00 in cash.
- F2This amount reflects shares of common stock relating to previously unvested restricted stock units that were cancelled as described above.