Carl E Lee JR Form 4 SNYDER'S-LANCE / CARL E LEE JR ownership change

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

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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^*

LEE CARL E JR

(Last) (First) (Middle)

13515 BALLANTYNE CORPORATE PLACE

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SNYDER'S-LANCE, INC. [ LNCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

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	02/24/2017		F		1,531	D	$39.66	0(1)	D
$.83-1/3 par value Common Stock	02/27/2017		A		17,694	A	$0	17,694(2)	D
$.83-1/3 par value Common Stock	03/01/2017		F		2,244	D	$39.9	13,616(3)	D
$.83-1/3 par value Common Stock	03/02/2017		F		2,555	D	$39.84	5,373(4)	D
$.83-1/3 par value Common Stock								294,030(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)	$39.56	02/27/2017		A		122,808		(6)	02/27/2027	Common Stock	122,808	$0	122,808	D
Restricted Stock Units(7)	$0	02/27/2017		A		$14,156		(7)	(7)	Common Stock	14,156	$0	14,156	D

Explanation of Responses:

1. Restricted shares awarded pursuant to the 2012 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 2/24/2015.

2. Restricted shares awarded pursuant to the 2016 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 2/27/2018.

3. Restricted shares awarded pursuant to the 2012 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 3/1/2017.

4. Restricted shares awarded pursuant to the 2012 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 3/2/2016.

5. Includes 3,158 shares that vested on 2/24/2017, 4,564 shares that vested on 3/1/2017 and 2,818 shares that vested on 3/2/2017.

6. The Options become exercisable in three (3) equal annual installments beginning 2/27/2018.

7. The Restricted Stock Units vest in three (3) equal annual installments beginning on 2/27/2018.

	/s/ Gail Sharps Myers, Attorney-in-Fact	03/06/2017
	** 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).
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