0000950157-18-001102.txt : 20181026 0000950157-18-001102.hdr.sgml : 20181026 20181026163526 ACCESSION NUMBER: 0000950157-18-001102 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181026 FILED AS OF DATE: 20181026 DATE AS OF CHANGE: 20181026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nielsen Jane CENTRAL INDEX KEY: 0001528871 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35844 FILM NUMBER: 181142009 MAIL ADDRESS: STREET 1: 516 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 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: 1225 BUSINESS ADDRESS: STREET 1: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-541-6640 MAIL ADDRESS: STREET 1: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: Pinnacle Foods Inc. DATE OF NAME CHANGE: 20121217 4 1 form4.xml X0306 4 2018-10-26 true 0001564822 PINNACLE FOODS INC. PF 0001528871 Nielsen Jane C/O PINNACLE FOODS INC 399 JEFFERSON ROAD PARSIPPANY NJ 07054-3707 true Common Stock, par value $0.01 2018-10-26 4 D 0 12089 D 0 D Common Stock, par value $0.01 2018-10-26 4 D 0 2337 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the "Merger Agreement"), by and among Pinnacle Foods Inc., a Delaware corporation (the "Company"), Conagra Brands Inc., a Delaware corporation (the "Parent"), and Patriot Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Conagra ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the Company and Merger Sub (the "Merger"), each share of Company common stock was converted into the right to receive $43.11 in cash and 0.6494 (the "Exchange Ratio") of a share of common stock of Parent. Each disposition reported in this Form 4 is an exempt transaction. Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, each outstanding and unvested restricted stock unit with respect to the Company's common stock (a "Company RSU") was converted into a cash-settled restricted stock unit, denominated in shares of common stock of Parent, entitling the holder thereof to a cash payment equal to the value of the number of shares of common stock of Parent (rounded up to the nearest whole number) equal to (i) the number of shares of Company common stock subject to such Company RSU immediately prior to the effective time of the Merger multiplied by (ii) the sum of (x) the Exchange Ratio and (y) the quotient of (1) $43.11 divided by (2) $35.9749, the volume weighted average price of one share of common stock of Parent on each of the 10 consecutive trading days ending with the complete trading day ending immediately prior to October 26, 2018 as reported on the New York Stock Exchange. /s/ Uche Ndumele, by Power of Attorney 2018-10-26