SEC Form 4 · accession 0001209191-18-022874
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
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001564822
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2 | $54.10 | Apr 1, 2018 | A | 211,232 | A | — | Apr 1, 2028 | Common Stock, par value $0.01 | 211,232 | 211,232 | D |
| Performance RightsF3,F4 | — | Apr 1, 2018 | A | 35,240 | A | — | — | Common Stock, par value $0.01 | 35,240 | 35,240 | D |
Explanation of responses
- F1Represents stock options granted pursuant to the Pinnacle Foods Inc. (the "Company") Amended and Restated 2013 Omnibus Incentive Plan (the "Plan").
- F2The shares subject to the stock option will vest and become exercisable on April 1, 2021, subject to the reporting person's continuous employment through April 1, 2021 and subject to certain conditions as detailed in the Plan.
- F3Represents performance rights granted pursuant to the Plan.
- F4Each 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, 2018 and ending March 31, 2021. The performance rights will vest on April 1, 2021, subject to the reporting person's continuous employment through April 1, 2021 and subject to certain conditions as detailed in the Plan. Performance rights granted represent 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.