SEC Form 4 · accession 0001209191-16-128249
PINNACLE FOODS INC. · PF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark L. Schiller
Officer — EVP, Div. Pres - NA Retail
Period of report
Jun 15, 2016
Accepted (ET)
Jun 16, 2016 · 5:27 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 | Jun 15, 2016 | A | 11,439 | — | A | 101,860 | 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,F3 | — | Jun 15, 2016 | A | 11,439 | A | — | — | Common Stock, par value $0.01 | 11,439 | 11,439 | D |
Explanation of responses
- F1Represents restricted stock units granted pursuant to the Pinnacle Foods Inc. (the "Company") Amended and Restated 2013 Omnibus Incentive Plan (the "Plan"). Subject to certain conditions in the award agreement, this award of restricted stock units will vest over three years, such that one-third of the restricted stock units will vest on June 15, 2017, and the remaining two-thirds will vest in two equal installments on June 15, 2018 and June 15, 2019.
- F2Represents performance rights granted pursuant to the Plan.
- 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 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. Subject to certain conditions in the award agreement, the performance shares will vest on April 1, 2019. 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.