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*
PUCKETT RICK D
(Last) (First) (Middle)
P. O. BOX 32395
(Street)
CHARLOTTE NC 28232
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LANCE INC [ LCNE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009
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
$.83-1/3 par value Common Stock 16,624 D
$.83-1/3 par value Common Stock 3,733(1) D
$.83-1/3 par value Common Stock 02/25/2009 S 1,033 D $22.14 8,516(2) D
$.83-1/2 par value Common Stock 4,572(3) D
$.83-1/3 par value Common Stock 286.302(4)(5) 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
Option (right to buy)(6) $21.055 01/30/2007(9) 01/30/2016 Common Stock 25,000 25,000 D
Option (right to buy)(7) $19.77 03/08/2007(10) 03/08/2012 Common Stock 3,500 3,500 D
Option (right to buy)(7) $19.7 03/08/2008(11) 03/08/2014 Common Stock 16,260 16,260 D
Option (right to buy)(7) $16.77 02/21/2008(10) 02/21/2013 Common Stock 8,950 8,950 D
Option (right to buy)(8) $16.77 02/21/2009(12) 02/21/2018 Common Stock 23,499 23,499 D
Option (right to buy)(8) $21.71 02/23/2010(13) 02/23/2019 Common Stock 23,532 23,532 D
Performance Equity Units (14) (15) (15) Common Stock 60,000 60,000 D
Explanation of Responses:
1. Restricted shares awarded pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 2/21/09.
2. Restricted shares awarded pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning immediately upon award date of 2/23/2009.
3. Restricted shares awarded pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 2/23/2010.
4. Shares held through the Company's Employee Stock Purchase Plan, a Rule 16b-3 Plan.
5. Includes shares attributable to acquisitions under the Dividend Reinvestment Plan.
6. Options granted pursuant to the 2003 Key Employee Stock Plan, a Rule 16b-3 Plan.
7. Options granted pursuant to the 2003 Key Employee Stock Plan, as amended, a Rule 16b-3 Plan.
8. Options granted pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan.
9. Options become exercisable in four (4) equal annual installments beginning 1/30/2007.
10. Options are fully exercisable upon award date.
11. Options become exercisable in three (3) equal annual installments beginning 3/8/2008.
12. Options become exercisable in three (3) equal annual installments beginning 2/21/2009.
13. Options become exercisable in three (3) equal annual installments beginning 2/23/2010.
14. Each performance equity unit represents a contingent right to receive one share of the Company's common stock.
15. The performance equity units will vest on December 31, 2010, based on the achievement of certain performance measures with respect to the market price of the Company's common stock pursuant to the terms of the Lance, Inc. 2006 Five-Year Performance Equity Plan for Officers and Senior Managers. Vested shares of common stock will be issued as soon as practicable after performance measures are calculated and approved, generally within 75 days after the end of the Company's 2010 fiscal year.
Remarks:
/Rick D. Puckett/ by Edward H. Schuth, his Attorney-In-Fact 02/27/2009
** 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.