SEC Form 4 · accession 0000950157-18-001097

PINNACLE FOODS INC. · PF

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

Reporting owner

Daniel Poland

Officer — EVP, CSC Officer

Period of report

Oct 26, 2018

Accepted (ET)

Oct 26, 2018 · 4:29 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001564822

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01^F1,F2	Oct 26, 2018	D	24,185	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (Right to Buy)^F3	$54.10	Oct 26, 2018	D	37,276	D	—	Apr 1, 2028	Common Stock	37,276	0	D
Performance Rights^F5,F4	—	Oct 26, 2018	A	3,109	A	Oct 26, 2018	Oct 26, 2018	Common Stock	3,109	9,327	D
Performance Rights^F5,F6	—	Oct 26, 2018	D	9,327	D	Oct 26, 2018	Oct 26, 2018	Common Stock	9,327	0	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the "Merger Agreement"), by and among Pinnacle Foods Inc., a Delaware corporation (the "Company"), Conagra Brands Inc., a Delaware corporation (the "Parent"), and Patriot Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Conagra ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the Company and Merger Sub (the "Merger"), each outstanding and unvested restricted stock unit with respect to the Company's common stock (a "Company RSU") was converted into a cash-settled restricted stock unit, denominated in shares of common stock of Parent, entitling the holder thereof to a cash payment equal to the value of the number of shares of common stock of Parent (rounded up to the nearest whole number) equal to
F2(Continued from Footnote 1) (i) the number of shares of Company common stock subject to such Company RSU immediately prior to the effective time of the Merger multiplied by (ii) the sum of (x) 0.6494 and (y) the quotient of (1) $43.11 divided by (2) 35.9749, the volume weighted average price of one share of common stock of Parent on each of the 10 consecutive trading days ending with the complete trading day ending immediately prior to October 26, 2018 as reported on the New York Stock Exchange (the "Parent Closing Price") (collectively, the "Equity Award Exchange Ratio"). Each acquisition and disposition reported in this Form 4 is an exempt transaction.
F3Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, each outstanding and unvested option to purchase the Company's common stock (a "Company Option") was converted into a cash-settled stock appreciation right relating to the number of shares of Parent common stock (rounded down to the nearest whole number) equal to (i) the number of shares of Company common stock subject to the Company Option immediately prior to the effective time of the Merger multiplied by (ii) the Equity Award Exchange Ratio, at a base price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company common stock of such Company Option immediately prior to the effective time of the Merger divided by (B) the Equity Award Exchange Ratio.
F4Each performance right (a "Company PSU") represented a right to receive one share of the Company's common stock, subject to the achievement of performance conditions.
F5Reflects the number of Company PSUs that exceeded the target number (i.e., 100% achievement level) of Company PSUs, the acquisition of which were reported upon grant, in respect of fiscal year 2018, which were deemed earned at a 150% achievement level under 2018 PSU awards, in connection with the Merger based on the target award opportunity.
F6Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, each outstanding and unvested Company PSU was converted into a time-based cash-settled restricted stock unit, denominated in shares of Parent common stock, with the number of shares of Parent common stock subject to such restricted stock unit (rounded up to the nearest whole number) equal to (i) the number of shares of Company common stock subject to such unvested Company PSU immediately prior to the effective time of the Merger (based on actual performance) multiplied by (ii) the Equity Award Exchange Ratio.