0001209191-15-032451.txt : 20150403
0001209191-15-032451.hdr.sgml : 20150403
20150403181322
ACCESSION NUMBER: 0001209191-15-032451
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150401
FILED AS OF DATE: 20150403
DATE AS OF CHANGE: 20150403
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: Boever Christopher J.
CENTRAL INDEX KEY: 0001570825
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35844
FILM NUMBER: 15752130
MAIL ADDRESS:
STREET 1: C/O PINNACLE FOODS INC.
STREET 2: 399 JEFFERSON ROAD
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-04-01
0
0001564822
Pinnacle Foods Inc.
PF
0001570825
Boever Christopher J.
C/O PINNACLE FOODS INC.
399 JEFFERSON ROAD
PARSIPPANY
NJ
07054-3707
0
1
0
0
EVP, Chief Customer Officer
Stock Option (Right to Buy)
41.05
2015-04-01
4
A
0
19985
0.00
A
2025-04-01
Common Stock, par value $0.01
19985
19985
D
Performance Rights
2014-04-01
4
A
0
8004
0.00
A
Common Stock, par value $0.01
8004
8004
D
Performance Rights
2015-04-01
4
A
0
5995
0.00
A
Common Stock, par value $0.01
5995
5995
D
Represents stock options granted pursuant to the Pinnacle Foods Inc. (the "Company") 2013 Omnibus Incentive Plan (the "Plan").
The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan.
Represents performance rights granted pursuant to the Plan.
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, 2014 and ending March 31, 2017. The performance rights will vest on April 1, 2017, subject to the reporting person's continuous employment through April 1, 2017 and subject to certain conditions as detailed in the Plan. 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.
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 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, 2015 and ending March 31, 2018. The performance rights will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan. 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.
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Uche Ndumele, by power of attorney
2015-04-03
EX-24.4_575354
2
poa.txt
POA DOCUMENT
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents that Christopher J. Boever, does hereby make,
constitute and appoint each of M. Kelley Maggs, John F. Kroeger and Uche Ndumele
or any one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for and in the name, place and
stead of the undersigned (in the undersigned's individual capacity), to execute
and deliver such forms that the undersigned may be required to file with the
U.S. Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Pinnacle Foods Inc. (i) pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation, statements on Form 3, Form 4 and Form 5 (including any
amendments thereto) and (ii) in connection with any applications for EDGAR
access codes, including without limitation the Form ID. The Power of Attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with regard to his ownership of or
transactions in securities of Pinnacle Foods Inc., unless earlier revoked in
writing. The undersigned acknowledges that M. Kelley Maggs, John F. Kroeger and
Uche Ndumele are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
By: /s/ CHRISTOPHER J. BOEVER
Date: March 12, 2015