SEC Form 4 · accession 0001209191-17-026318
PINNACLE FOODS INC. · PF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. Barkley
Officer — EVP, CMO
Period of report
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 5:02 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 $0.01F2 | Apr 5, 2017 | M | 8,708 | $0.00 | A | 12,919 | D | |
| Common Stock, par value $0.01F4 | Apr 5, 2017 | F | 4,516 | $57.87 | D | 8,403 | D | |
| Common Stock, par value $0.01F5 | Apr 7, 2017 | S | 1,048 | $58.25 | D | 7,355 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2 | — | Apr 5, 2017 | M | 8,708 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock, par value $0.01 | 8,708 | 0 | D |
Explanation of responses
- F1On April 1, 2014 the Reporting Person was awarded 4,354 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 8,708 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.
- F34,516 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.
- F5The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2016.