SEC Form 4 · accession 0001209191-15-027240
PINNACLE FOODS INC. · PF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BCPV Pinnacle Holdings LLC
10% Owner
Period of report
Mar 13, 2015
Accepted (ET)
Mar 17, 2015 · 6:41 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 StockF1,F2,F7,F15,F16,F17 | Mar 13, 2015 | S | 7,949,700 | $37.07 | D | 2,794,438 | I | See Footnotes |
| Common StockF1,F3,F7,F15,F16,F17 | Mar 13, 2015 | S | 469,883 | $37.07 | D | 165,171 | I | See Footnotes |
| Common StockF1,F4,F7,F15,F16,F17 | Mar 13, 2015 | S | 51,298 | $37.07 | D | 18,032 | I | See Footnotes |
| Common StockF1,F5,F7,F15,F16,F17 | Mar 13, 2015 | S | 248,436 | $37.07 | D | 87,329 | I | See Footnotes |
| Common StockF1,F6,F7,F15,F16,F17 | Mar 13, 2015 | S | 19,225 | $37.07 | D | 6,758 | I | See Footnotes |
| Common StockF1,F8,F14,F15,F16,F17 | Mar 13, 2015 | S | 2,667,062 | $37.07 | D | 937,511 | I | See Footnotes |
| Common StockF1,F9,F14,F15,F16,F17 | Mar 13, 2015 | S | 2,323,352 | $37.07 | D | 816,693 | I | See Footnotes |
| Common StockF1,F10,F14,F15,F16,F17 | Mar 13, 2015 | S | 294,969 | $37.07 | D | 103,686 | I | See Footnotes |
| Common StockF1,F11,F14,F15,F16,F17 | Mar 13, 2015 | S | 72,095 | $37.07 | D | 25,343 | I | See Footnotes |
| Common StockF1,F12,F14,F15,F16,F17 | Mar 13, 2015 | S | 118,716 | $37.07 | D | 41,731 | I | See Footnotes |
| Common StockF1,F13,F14,F15,F16,F17 | Mar 13, 2015 | S | 9,409 | $37.07 | D | 3,308 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount represents the $37.07 secondary public offering price per share of the Issuer's common stock received by the Blackstone Funds (as defined below) in connection with an underwritten secondary block trade which closed on March 13, 2015.
- F10These securities are held by Blackstone Capital Partners (Cayman) V-AC L.P ("BCP V-AC Cayman") through its holdings of Blackstone Pinnacle Holdings.
- F11These securities are held by Blackstone Family Investment Partnership (Cayman) V L.P ("Family Cayman") through its holdings of Blackstone Pinnacle Holdings.
- F12These securities are held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P ("Family Cayman SMD") through its holdings of Blackstone Pinnacle Holdings.
- F13These securities are held by Blackstone Participation Partnership (Cayman) V L.P ("Participation Cayman", together with BCP V, BCP V-AC, Family, Family-SMD, Participation, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD and Blackstone Pinnacle Holdings, the "Blackstone Funds") through its holdings of Blackstone Pinnacle Holdings. Blackstone Pinnacle Holdings is a limited liability company wholly owned and managed by its members, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD and Participation Cayman.
- F14Blackstone Management Associates (Cayman) V, L.P. is the general partner of BCP V Cayman, BCP V Cayman-A and BCP V-AC Cayman. BCP V GP L.L.C. is a general partner and majority in interest owner of Blackstone Management Associates (Cayman) V, L.P. and the general partner of Family Cayman and Participation Cayman. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C.
- F15The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of each of Family-SMD and Family Cayman SMD is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
- F16Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each (other than the Blackstone Funds to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- F17Due to the limitations of the Securities and Exchange Commission's EDGAR system, BCP V, BCP V-AC, Family, Family-SMD, Participation, Blackstone Management Associates V, L.L.C., BMA V L.L.C., BCP V Side-By-Side GP L.L.C., Blackstone Family GP L.L.C., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman have filed separate Form 4s.
- F2These securities are held by Blackstone Capital Partners V L.P. ("BCP V").
- F3These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC").
- F4These securities are held by Blackstone Family Investment Partnership V L.P. ("Family").
- F5These securities are held by Blackstone Family Investment Partnership V-SMD L.P. ("Family-SMD").
- F6These securities are held by Blackstone Participation Partnership V L.P. ("Participation").
- F7The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C.
- F8These securities are held by Blackstone Capital Partners (Cayman) V L.P ("BCP V Cayman") through its holdings of BCPV Pinnacle Holdings LLC ("Blackstone Pinnacle Holdings").
- F9These securities are held by Blackstone Capital Partners (Cayman) V-A L.P ("BCP V Cayman-A") through its holdings of Blackstone Pinnacle Holdings.