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