Edgar Filing: Pinnacle Foods Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Barkley Michael J

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2015

3. Issuer Name and Ticker or Trading Symbol
Pinnacle Foods Inc. [PF]

(Last)

(First)

(Middle)

C/O PINNACLE FOODS INC.,Â 399 JEFFERSON ROAD

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, CMO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PARSIPPANY,Â NJÂ 07054-3707

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Restricted Stock Options	9,135 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	01/02/2014⁽²⁾	01/02/2024	Common Stock	30,447 ⁽³⁾	$ 27.37	D	Â
Stock Option (Right to Buy)	04/01/2014⁽⁴⁾	04/01/2024	Common Stock	14,515 ⁽³⁾	$ 29.28	D	Â
Performance Rights	04/01/2014⁽⁵⁾	04/01/2024⁽⁵⁾	Common Stock	4,354 ⁽⁶⁾	$ 0	D	Â
Stock Option (Right to Buy)	04/01/2015⁽⁷⁾	04/01/2025	Common Stock	17,762 ⁽³⁾	$ 41.05	D	Â
Performance Rights	04/01/2015⁽⁸⁾	04/01/2025⁽⁸⁾	Common Stock	5,328 ⁽⁶⁾	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Barkley Michael J C/O PINNACLE FOODS INC. 399 JEFFERSON ROAD PARSIPPANY,Â NJÂ 07054-3707	Â	Â	Â EVP, CMO	Â

Signatures

/s/ Uchde Ndumele, by Power of Attorney		12/15/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents restricted shares granted pursuant to the Pinnacle Foods Inc. 2013 Omnibus Incentive Plan (the "Plan"). This award of restricted shares will vest on January 2, 2017, subject to the reporting person's continuous employment through January 2, 2017 and subject to certain conditions as detailed in the Plan.
(2)	The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on January 2, 2017, subject to the reporting person's continuous employment through January 2, 2017 and subject to certain conditions as detailed in the Plan.
(3)	Represents stock options granted pursuant to the Plan.
(4)	The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on April 1, 2017, subject to the reporting person's continuous employment through April 1, 2017 and subject to certain conditions as detailed in the Plan.
(5)	Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is 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, 2014 and ending March 31, 2017. The performance rights will vest on April 1, 2017, subject to the reporting person's continuous employment through April 1, 2017 and subject to certain conditions as detailed in the Plan. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.
(6)	Represents performance rights granted pursuant to the Plan.
(7)	The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan.
(8)	Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is based on the 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. The performance shares will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

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