0001181431-13-019257.txt : 20130327 0001181431-13-019257.hdr.sgml : 20130327 20130327212534 ACCESSION NUMBER: 0001181431-13-019257 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130327 FILED AS OF DATE: 20130327 DATE AS OF CHANGE: 20130327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A CENTRAL INDEX KEY: 0001070844 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721352 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pinnacle Foods Inc. CENTRAL INDEX KEY: 0001564822 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 352215019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1224 BUSINESS ADDRESS: STREET 1: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-541-6620 MAIL ADDRESS: STREET 1: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA V L.L.C. CENTRAL INDEX KEY: 0001368608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721357 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Group L.P. CENTRAL INDEX KEY: 0001393818 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721350 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Group Management L.L.C. CENTRAL INDEX KEY: 0001404071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721351 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721358 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE FAMILY GP LLC CENTRAL INDEX KEY: 0001404964 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721355 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P. CENTRAL INDEX KEY: 0001478809 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721353 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C. CENTRAL INDEX KEY: 0001478815 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721359 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP V Side-by-Side GP L.L.C. CENTRAL INDEX KEY: 0001511249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721356 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP V GP L.L.C. CENTRAL INDEX KEY: 0001521319 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 13721354 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 3 1 rrd375192.xml FORM 3 X0206 3 2013-03-27 0 0001564822 Pinnacle Foods Inc. PF 0001404073 Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001368608 BMA V L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001511249 BCP V Side-by-Side GP L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404964 BLACKSTONE FAMILY GP LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001521319 BCP V GP L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001478809 Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001478815 Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404071 Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001393818 Blackstone Group L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 44445073 I See Footnotes Common Stock 2627010 I See Footnotes Common Stock 286787 I See Footnotes Common Stock 1388957 I See Footnotes Common Stock 107473 I See Footnotes Common Stock 14910958 I See Footnotes Common Stock 12989374 I See Footnotes Common Stock 1649101 I See Footnotes Common Stock 403079 I See Footnotes Common Stock 663719 I See Footnotes Common Stock 52619 I See Footnotes These shares represent shares of common stock, par value $0.01 per share ("Common Stock") of Pinnacle Foods Inc. (the "Issuer") that are directly held by Peak Holdings LLC ("Peak"). It is expected that Peak will be dissolved upon the completion of the initial public offering of the Issuer, at which point these shares of Common Stock will be held directly by the Blackstone Funds (as defined below). These securities are held by Blackstone Capital Partners V L.P. ("BCP V") through its holdings of Peak. These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC") through its holdings of Peak. These securities are held by Blackstone Family Investment Partnership V L.P. ( "Family") through its holdings of Peak. These securities are held by Blackstone Family Investment Partnership V-SMD L.P. ( "Family-SMD") through its holdings of Peak. These securities are held by Blackstone Participation Partnership V L.P. ("Participation") through its holdings of Peak. The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. These securities are held by Blackstone Capital Partners (Cayman) V L.P ("BCP V Cayman") through its holdings of Peak. These securities are held by Blackstone Capital Partners (Cayman) V- A L.P ("BCP V Cayman-A") through its holdings of Peak. These securities are held by Blackstone Capital Partners (Cayman) V- AC L.P ("BCP V-AC Cayman") through its holdings of Peak. These securities are held by Blackstone Family Investment Partnership (Cayman) V L.P ("Family Cayman") through its holdings of Peak. These securities are held by Blackstone Family Investment Partnership (Cayman) V- SMD L.P ("Family Cayman SMD") through its holdings of Peak. These securities are held by Blackstone Participation Partnership (Cayman) V L.P ("Participation Cayman", together with BCP V, BCP V-AC, Family, Family-SMD, Participation, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman and Family Cayman SMD, the "Blackstone Funds") through its holdings of Peak. Blackstone Management Associates (Cayman) V, L.P. is the general partner of BCP V Cayman, BCP V Cayman-A and BCP V-AC Cayman. BCP V GP L.L.C. is a general partner and majority in interest owner of Blackstone Management Associates (Cayman) V, L.P. and the general partner of Family Cayman and Participation Cayman. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of each of Family-SMD and Family Cayman SMD is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each (other than the Blackstone Funds to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Peak, BCP V, BCP V-AC, Family, Family-SMD, Participation, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD, Participation Cayman, Blackstone Management Associates (Cayman) V, L.P. and Blackstone Management Associates V L.L.C. have filed separate Form 3s. BMA V L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BCP V SIDE-BY-SIDE GP L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE FAMILY GP L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BCP V GP L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE HOLDINGS III L.P.; By: Blackstone Holdings III GP L.P., its general partner; By: Blackstone Holdings III GP Management L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE HOLDINGS III GP L.P.; By: Blackstone Holdings III GP Management L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE GROUP MANAGEMENT L.L.C.; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 BLACKSTONE GROUP L.P.; By: Blackstone Group Management L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 2013-03-27 STEPHEN A SCHWARZMAN /s/ Stephen A. Schwarzman 2013-03-27