Bob Evans Farms (BOBE) Form 4 BOB EVANS FARMS / J MICHAEL TOWNSLEY 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^*

TOWNSLEY J MICHAEL

(Last) (First) (Middle)

8111 SMITH'S MILL ROAD

(Street)

NEW ALBANY OH 43054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOB EVANS FARMS INC [ BOBE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President - BEF Foods

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2018

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 $.01 Par Value	01/04/2018		G(1)		1,000	D	$77.15(1)	67,816	D
Common Stock $.01 Par Value	01/12/2018		D		67,816	D	$77(2)	0	D
Common Stock $.01 Par Value(3)	01/12/2018		A		3,707	A	$0.0(3)	3,707	D
Common Stock $.01 Par Value(3)	01/12/2018		D		3,707	D	$77(3)	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
Phantom Stock	(4)	01/12/2018		D			8,094.6508	(4)	(4)	Common Stock $.01 Par Value	8,094.6508	(4)	0	D

Explanation of Responses:

1. Represents gifts to charitable organizations.

2. Pursuant to the Agreement and Plan of Merger, dated as of September 18, 2017 (the Merger Agreement), by and among Bob Evans Farms, Inc. (the Company), Post Holdings, Inc. (Post) and Haystack Corporation, a wholly-owned subsidiary of Post at the effective time of the merger, these shares of Company common stock were converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.

3. Pursuant to the Merger Agreement, at the effective time of the merger, each of these performance-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.

4. Pursuant to the Merger Agreement, at the effective time of the merger, as a result of the Companys determination to cancel the Companys deferred compensation plans, each of these shares of phantom stock were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.

	By: Colin M. Daly For: John M. Townsley	01/17/2018
	** 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).
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