FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BARKLEY MICHAEL J. 		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, President - Boulder
(Last)          (First)          (Middle)

C/O PINNACLE FOODS INC., 399 JEFFERSON ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2018
(Street)

PARSIPPANY, NJ 07054-3707
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/3/2018     M (1)    7992   A $0.00   (2) 15347   D    
Common Stock, par value $0.01   4/3/2018     F (3)    2496   D $54.10   (4) 12851   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 4/3/2018     M         7992    4/3/2018   4/3/2018   Common Stock, par value $0.01   7992   $0.00   0   D    

Explanation of Responses:
(1)  On April 1, 2015, the Reporting Person was awarded 5,328 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 7,992 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)  2,496 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BARKLEY MICHAEL J.
C/O PINNACLE FOODS INC.
399 JEFFERSON ROAD
PARSIPPANY, NJ 07054-3707

EVP, President - Boulder

Signatures
/s/ Uche Ndumele, by Power of Attorney 4/5/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
PINNACLE FOODS INC. (NYSE:PF)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more PINNACLE FOODS INC. Charts.
PINNACLE FOODS INC. (NYSE:PF)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more PINNACLE FOODS INC. Charts.