Jill M. Short Form 3 Simply Good Foods / Jill M Clark ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Clark Jill M

(Last) (First) (Middle)

1050 17TH STREET, SUITE 1500

(Street)

DENVER CO 80265

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2017

3. Issuer Name and Ticker or Trading Symbol
Simply Good Foods Co [ SMPL ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,804	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock(1)	(2)	(2)	Common Stock	69,846	12	D

Explanation of Responses:

1. Represents options to purchase common stock of the Issuer on a one to one basis awarded pursuant to the Issuer's 2017 Long Term Incentive Plan.

2. Options vest and become exercisable in three equal installments on July 14, 2018, July 14, 2019 and July 14, 2020, subject to the recipient's continued service with the Company from the date of grant on July 14, 2017. The options expire on the ten-year anniversary of the award.

Remarks:

	/s/ Annita M. Menogan, as Attorney-in-Fact for Jill M. Clark	08/30/2017
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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