SEC Form 4 · accession 0001209191-16-144457
PINNACLE FOODS INC. · PF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael E Allen
Officer — EVP, President-Boulder Brands
Period of report
Oct 1, 2016
Accepted (ET)
Oct 4, 2016 · 5:14 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 | Oct 1, 2016 | A | 9,966 | — | A | 9,966 | 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 | — | Oct 1, 2016 | A | 2,491 | A | — | — | Common Stock, par value $0.01 | 2,491 | 2,491 | D |
| Stock Option (Right to Buy)F3 | $50.17 | Oct 1, 2016 | A | 11,660 | A | — | Oct 1, 2026 | Common Stock, par value $0.01 | 11,660 | 11,660 | D |
Explanation of responses
- F1Represents restricted stock units granted pursuant to the Pinnacle Foods Inc. (the "Company") Amended & Restated 2013 Omnibus Incentive Plan (the "Plan"). The restricted stock units vest on October 1, 2019, subject to the reporting person's continuous employment through October 1, 2019 and subject to certain conditions as detailed in the award agreement.
- F2Represents performance rights granted pursuant to the Plan. Each 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 April 1, 2019, subject to the reporting person's continuous employment through April 1, 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.
- F3Represents stock options granted pursuant to the Plan. The shares subject to the stock option vest and become exercisable after a two and a half year period. The stock options will vest on April 1, 2019, subject to the reporting person's continuous employment through April 1, 2019 and subject to certain conditions as detailed in the award agreement.