Frohning Andrea L. Form 4 SNYDER'S-LANCE / Andrea L. Frohning 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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X

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^*

Frohning Andrea L.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2018

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
$.83-1/3 par value Common Stock	03/26/2018		D		10,396	D	$50(1)	0	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)	$30.6	03/26/2018		D			10,470	(2)	03/01/2026	Common Stock	10,470	$19.4(3)	0	D
Option (right to buy)	$39.56	03/26/2018		D			12,060	(4)	02/27/2027	Common Stock	12,060	$10.44(3)	0	D
Performance Option (right to buy)	$35.52	03/26/2018		J(5)		30,276		(5)	(5)	Common Stock	30,276	$0.00(5)	30,276	D
Performance Option (right to buy)	$0.00	03/26/2018		D			30,276	(5)	(5)	Common Stock	30,276	$14.48(5)	0	D
Performance Restricted Stock Unit	$0.00	03/26/2018		J(6)		1,253.688		(6)	(6)	Common Stock	1,253.688	$0.00	1,253.688	D
Performance Restricted Stock Unit	$0.00	03/26/2018		D			1,253.688	(6)	(6)	Common Stock	1,253.688	$50(6)	0	D
Performance Restricted Stock Unit	$0.00	03/26/2018		J(7)		583.647		(7)	(7)	Common Stock	583.647	$0.00	583.647	D
Performance Restricted Stock Unit	$0.00	03/26/2018		D			583.647	(7)	(7)	Common Stock	583.647	$50(7)	0	D
Performance Restricted Stock	$0.00	03/26/2018		J(8)		4,645.2		(8)	(8)	Common Stock	4,645.2	$0.00	4,645.2	D
Performance Restricted Stock	$0.00	03/26/2018		D			4,645.2	(8)	(8)	Common Stock	4,645.2	$50(8)	0	D

Explanation of Responses:

1. These shares were disposed of in the merger described in the merger agreement, dated December 18, 2017, between Snyder's-Lance, Inc., Campbell Soup Company and Twist Merger Sub Inc. (the "Merger"), including certain restricted shares the vesting of which was accelerated in connection with the Merger.

2. These options would have become exercisable in three (3) equal annual installments beginning 3/1/2017; however, vesting was accelerated in connection with the Merger.

3. These options were cancelled in the Merger in exchange for the right to receive the excess of $50 over the applicable per share exercise price of such option, per option.

4. These options would have become exercisable in three (3) equal annual installments beginning 2/27/2018; however, vesting was accelerated in connection with the Merger.

5. These Performance Options were granted August 31, 2017, subject to performance vesting conditions. Of the Performance Options granted, 30,276 vested in connection with the Merger and were cancelled in connection with the Merger in exchange for the right to receive the excess of $50 over the applicable per share exercise price of such option, per option.

6. These Performance Restricted Stock Units were granted March 1, 2016, subject to performance vesting conditions. Of the Performance Restricted Stock Units granted, 1253.688 vested in connection with the Merger and were disposed of in connection with the Merger in exchange for a right to receive $50 per share.

7. These Performance Restricted Stock Units were granted February 27, 2017, subject to performance vesting conditions. Of the Performance Restricted Stock Units granted, 583.647 vested in connection with the Merger and were disposed of in connection with the Merger in exchange for a right to receive $50 per share. These Performance Restricted Stock Units were inadvertently reported as Restricted Stock Units subject to time vesting on Form 4 filed March 6, 2017.

8. These shares of Performance Restricted Stock were granted August 31, 2017, subject to performance vesting conditions. Of the shares of Performance Restricted Stock granted, 4,645.20 vested in connection with the Merger and were disposed of in connection with the Merger in exchange for a right to receive $50 per share.

Remarks:

	/s/ Margaret E. Wicklund, Attorney-In-Fact	03/28/2018
	** Signature of Reporting Person	Date
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