SEC Form 4 · accession 0001209191-17-026266

PINNACLE FOODS INC. · PF

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

Reporting owner

Officer — EVP, CFO

Period of report

Apr 5, 2017

Accepted (ET)

Apr 7, 2017 · 4:34 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^F2	Apr 5, 2017	M	33,858	$0.00	A	210,872	D
Common Stock, par value $0.01^F4	Apr 5, 2017	F	17,556	$57.87	D	193,316	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F2	—	May 5, 2017	M	33,858	D	Apr 5, 2017	Apr 5, 2017	Common Stock, par value $0.01	33,858	0	D

F1On April 1, 2014 the Reporting Person was awarded 16,929 target performance share units ("PSUs") with a three-year performance period ending March 31, 2017 pursuant to the Pinnacle Foods Inc. (the "Company") 2013 Omnibus Incentive Plan. On April 5, 2017, the Compensation Committee of the Board of Directors approved a payout of 200% of the target PSUs under the performance standards set in 2014, 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, 2014 and ending March 31, 2017. On April 5, 2017, the Reporting Person acquired 33,858 shares of the Company's common stock ("shares") upon the vesting of the PSUs.
F2Each PSU represents a contingent right to receive one share. The Reporting Person received one share for each PSU that vested.
F317,556 shares were withheld automatically in order to satisfy the tax liability that arose upon vesting of the PSUs.
F4Reflects the closing price of the shares on March 31, 2017.