Form 4 Boever Christopher J.

4 - Statement of changes in beneficial ownership of securities

Filed: 2016-08-03 17:14:43
Dated: 2016-08-03
Period of Report: 2016-08-01
doc4.html FORM 4 SUBMISSION


SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Boever Christopher J.

(Last) (First) (Middle)
C/O PINNACLE FOODS INC.
399 JEFFERSON ROAD

(Street)
PARSIPPANY NJ 07054-3707

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pinnacle Foods Inc. [ PF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Customer Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $50.36 08/01/2016 A 3,228(1) (2) 08/01/2026 Common Stock, par value $0.01 3,228 $0.00 3,228 D
Performance Rights (3) 08/01/2016 A 711(3) (4) (4) Common Stock, par value $0.01 711 $0.00 711 D
Explanation of Responses:
1. Represents stock options granted pursuant to the Pinnacle Foods Inc. (the "Company") Amended and Restated 2013 Omnibus Incentive Plan (the "Plan").
2. The shares subject to the stock option vest and become exercisable after a three-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.
3. Represents performance rights granted pursuant to the Plan.
4. 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 rights 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.
Remarks:
/s/ Uche Ndumele, by power of attorney 08/03/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
Additional Files
FileSequenceDescriptionTypeSize
0001209191-16-135262.txt   Complete submission text file   8894
doc4.xml 1 FORM 4 SUBMISSION 4 7555
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