Michael Kelley Maggs Form 4 PINNACLE FOODS / Michael Kelley Maggs 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^*

Maggs Michael Kelley

(Last) (First) (Middle)

C/O PINNACLE FOODS INC.

399 JEFFERSON ROAD

(Street)

PARSIPPANY NJ 07054-3707

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE FOODS INC. [ PF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Secretary, GC

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2018

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
Common Stock, par value $0.01	04/03/2018		M(1)		8,001	A	$0.00(2)	57,716	D
Common Stock, par value $0.01	04/03/2018		F(3)		2,758	D	$54.1(4)	54,958	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
Performance Shares	(2)	04/03/2018		M			8,001	04/03/2018	04/03/2018	Common Stock, par value $0.01	8,001	$0.00	0	D

Explanation of Responses:

1. On April 1, 2015, the Reporting Person was awarded 5,334 target performance shares with a three-year performance period ending March 31, 2018 pursuant to the Pinnacle Foods Inc. (the "Company") 2013 Omnibus Incentive Plan. On April 3, 2018, the Compensation Committee of the Board of Directors approved a payout of 150% of the target performance shares under the performance standards set in 2015, 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, 2015 and ending March 31, 2018. On April 3, 2018, the Reporting Person acquired 8,001 shares of the Company's common stock ("shares") upon the vesting of the performance shares.

2. Each performance share represents a contingent right to receive one share. The Reporting Person received one share for each performance share that vested.

3. 2,758 shares were withheld automatically in order to satisfy the tax liability that arose upon vesting of the performance shares.

4. Reflects the closing price of the shares on March 29, 2018.

Remarks:

	/s/ Uche Ndumele, by Power of Attorney	04/05/2018
	** 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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