SEC Form 4 · accession 0000899243-16-011823

BOULDER BRANDS, INC. · BDBD

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

Reporting owner

James Leighton

Officer — COO and Interim CEO · Director

Period of report

Jun 30, 2014

Accepted (ET)

Jan 15, 2016 · 5:39 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^F1	Jun 30, 2014	F	47,205	—	D	109,492	D
Common Stock^F2	Jan 15, 2016	D	109,492	$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^F3,F4	$15.19	Jan 15, 2016	D	150,000	D	—	Jan 15, 2024	Common Stock	150,000	D
Option to Purchase^F3,F4	$15.91	Jan 15, 2016	D	250,000	D	—	Oct 7, 2023	Common Stock	250,000	D
Option to Purchase^F3,F4	$7.69	Jan 15, 2016	D	45,000	D	—	Aug 7, 2018	Common Stock	45,000	D
Option to Purchase^F3,F4	$9.00	Jan 15, 2016	D	90,000	D	—	Aug 14, 2017	Common Stock	90,000	D

Explanation of responses

F1Reporting previously unreported activity regarding the withholding of 47,205 shares, in the aggregate, of common stock of the issuer used to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units previously granted to the reporting person pursuant to the terms of the Company's Second Amended and Restated Stock and Awards Plan. The vesting events occurred on the following dates at each of the following share prices: 6/30/14 ($14.18); 12/5/14 ($10.21); 1/15/15 ($10.06); 6/29/15 ($6.91); 10/7/15 ($8.76); 12/7/15 ($10.95) and 12/29/15 ($10.97).
F2On 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 (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 (the "Merger Consideration").
F3The stock options granted in January 2014, October 2013, August 2008 and August 2007, respectively, each were scheduled to vest ratably over four years or are already vested. 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.
F4(Continued From footnote 3) 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.