Form 4 Boever Christopher J.

4 - Statement of changes in beneficial ownership of securities

Published: 2017-04-07 16:18:58
Submitted: 2017-04-07
Period Ending In: 2017-04-05
doc4.html FORM 4 SUBMISSION


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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
Estimated average burden
hours per response: 0.5
  
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)
04/05/2017
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
Common Stock, par value $0.01 04/05/2017 M(1) 16,008 A $0.00(2) 45,622 D
Common Stock, par value $0.01 04/05/2017 F(3) 6,008 D $57.87(4) 39,614 D
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
Performance Shares (2) 04/05/2017 M 16,008 04/05/2017 04/05/2017 Common Stock, par value $0.01 16,008 $0.00 0 D
Explanation of Responses:
1. On April 1, 2014 the Reporting Person was awarded 8,004 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 16,008 shares of the Company's common stock ("shares") upon the vesting of the PSUs.
2. Each PSU represents a contingent right to receive one share. The Reporting Person received one share for each PSU that vested.
3. 6,008 shares were withheld automatically in order to satisfy the tax liability that arose upon vesting of the PSUs.
4. Reflects the closing price of the shares on March 31, 2017.
Remarks:
/s/ Uche Ndumele, by Power of Attorney 04/07/2017
** 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
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2017-04-05
Not Subject To Section16:
0

Issuer

Issuer Cik
0001564822
Issuer Name
PINNACLE FOODS INC.
Issuer Trading Symbol
PF

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001570825
Rpt Owner Name
Boever Christopher J.

Reporting Owner Address

Rpt Owner Street1
C/O PINNACLE FOODS INC.
Rpt Owner Street2
399 JEFFERSON ROAD
Rpt Owner City
PARSIPPANY
Rpt Owner State
NJ
Rpt Owner Zip Code
07054-3707

Reporting Owner Relationship

Is Director
0
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
EVP, Chief Customer Officer

Non Derivative Transaction

Security Title
Common Stock, par value $0.01
Transaction Date
2017-04-05

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
16008

Transaction Price Per Share

Value
0.00
@attributes Id
F2
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
45622
Direct Or Indirect Ownership
D
Security Title
Common Stock, par value $0.01
Transaction Date
2017-04-05

Transaction Coding

Transaction Form Type
4
Transaction Code
F
Equity Swap Involved
0
@attributes Id
F3

Transaction Amounts

Transaction Shares
6008

Transaction Price Per Share

Value
57.87
@attributes Id
F4
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
39614
Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Performance Shares
@attributes Id
F2
Transaction Date
2017-04-05

Transaction Coding

Transaction Form Type
4
Transaction Code
M
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
16008
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
Exercise Date
2017-04-05
Expiration Date
2017-04-05

Underlying Security

Underlying Security Title
Common Stock, par value $0.01
Underlying Security Shares
16008
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D

Footnote

0
On April 1, 2014 the Reporting Person was awarded 8,004 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 16,008 shares of the Company's common stock ("shares") upon the vesting of the PSUs.
1
Each PSU represents a contingent right to receive one share. The Reporting Person received one share for each PSU that vested.
2
6,008 shares were withheld automatically in order to satisfy the tax liability that arose upon vesting of the PSUs.
3
Reflects the closing price of the shares on March 31, 2017.

Owner Signature

Signature Name
/s/ Uche Ndumele, by Power of Attorney
Signature Date
2017-04-07
Additional Files
FileSequenceDescriptionTypeSize
0001209191-17-026248.txt   Complete submission text file   9787
$PF

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