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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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*
Ashby Molly
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Annie's, Inc. [ BNNY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.001 per share 08/06/2012 (2) S (2) 3,294,600 D $39.25 6,537,096 D (1)
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
1. Name and Address of Reporting Person*
Ashby Molly
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOLERA PARTNERS LP
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC, 625 MADISON AVE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCI Partners, L.P.
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Solera Capital GP, L.P.
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Solera GP, LLC
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Solera GP II, LLC
(Last) (First) (Middle)
C/O SOLERA CAPITAL, LLC
625 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. Represents shares owned by Solera Partners, L.P. and SCI Partners, L.P. Solera Partners, L.P. is controlled by its general partner, Solera Capital GP, L.P., which is controlled by its general partner, Solera GP, LLC. Molly F. Ashby is the sole managing member of Solera GP, LLC. In addition, investment and disposition decisions for Solera Partners, L.P. are generally made by a majority vote of the investment committee of Solera Capital GP, L.P., which majority vote must include Ms. Ashby. The investment committee is comprised of three members, including Ms. Ashby. SCI Partners, L.P. is controlled by its general partner, Solera GP II, LLC. Ms. Ashby is the sole managing member of Solera GP II, LLC. Ms. Ashby expressly disclaims beneficial ownership of such shares as to which she does not have a pecuniary interest.
2. In connection with a secondary offering of 3,649,976 shares of common stock of the Issuer by certain of the Issuer's stockholders, the holders sold 3,294,600 shares of common stock of the Issuer.
/s/ Julie M. Allen, as Attorney-in-Fact for Molly Ashby 08/06/2012
/s/ Julie M. Allen, as Attorney-in-Fact for Solera Partners, L.P. 08/06/2012
/s/ Julie M. Allen, as Attorney-in-Fact for SCI Partners, L.P. 08/06/2012
/s/ Julie M. Allen, as Attorney-in-Fact for Solera Capital GP, L.P. 08/06/2012
/s/ Julie M. Allen, as Attorney-in-Fact for Solera GP, LLC 08/06/2012
/s/ Julie M. Allen, as Attorney-in-Fact for Solera GP II, LLC 08/06/2012
** 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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