SEC Form 4 · accession 0001209191-16-123235
PINNACLE FOODS INC. · PF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A. Clouse
Officer — Chief Executive Officer · Director
Period of report
May 23, 2016
Accepted (ET)
May 25, 2016 · 4:32 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 $0.01F1 | May 23, 2016 | A | 95,057 | — | A | 95,057 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2 | — | May 23, 2016 | A | 36,686 | A | — | — | Common Stock, par value $0.01 | 36,686 | 36,686 | D |
| Performance RightsF3 | — | May 23, 2016 | A | 47,528 | A | — | — | Common Stock, par value $0.01 | 47,528 | 47,528 | D |
| Stock Option (Right to Buy)F4 | $42.08 | May 23, 2016 | A | 172,101 | A | — | May 23, 2026 | Common Stock, par value $0.01 | 172,101 | 172,101 | D |
| Stock Option (Right to Buy)F5 | $42.08 | May 23, 2016 | A | 222,965 | A | — | May 23, 2026 | Common Stock, par value $0.01 | 222,965 | 222,965 | D |
Explanation of responses
- F1Represents restricted shares granted pursuant to the Pinnacle Foods Inc. (the "Company") 2013 Omnibus Incentive Plan. The restricted shares will vest on May 23, 2018, subject to the reporting person's continuous employment through May 23, 2018 and subject to certain conditions as detailed in the award agreement. The restricted shares will vest in full in the event of the reporting person's death, disability or termination for any reason other than cause, as detailed in the award agreement.
- F2Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning April 1, 2016 and ending March 31, 2019. The performance shares will vest on May 23, 2019, subject to the reporting person's continuous employment through May 23, 2019 and subject to certain conditions as detailed in the award agreement. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.
- F3Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is based on the relative TSR of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning April 1, 2016 and ending March 31, 2019. The performance shares will vest on May 23, 2019, subject to the reporting person's continuous employment through May 23, 2019 and subject to certain conditions as detailed in the award agreement. The performance rights will vest in full in the event of the reporting person's death, disability or termination for any reason other than cause, as detailed in the award agreement. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.
- F4The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on May 23, 2019, subject to the reporting person's continuous employment through May 23, 2019 and subject to certain conditions as detailed in the award agreement.
- F5The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on May 23, 2019, subject to the reporting person's continuous employment through May 23, 2019 and subject to certain conditions as detailed in the award agreement. The stock options will vest in full in the event of the reporting person's death, disability or termination for any reason other than cause, as detailed in the award agreement.