SEC FORM 4

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^*

DRISCOLL BRIAN J

(Last)

(First)

(Middle)

13515 BALLANTYNE CORPORATE PLACE

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SNYDER'S-LANCE, INC. [ LNCE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.83-1/3 par value Common Stock	03/08/2016		J⁽¹⁾		78,110	A	$0	107,192⁽²⁾	D
$.83-1/3 par value Common Stock	03/08/2016		M		38,914	A	⁽³⁾	146,106	D
$.83-1/3 par value Common Stock	03/08/2016		M		47,248	A	⁽⁴⁾	193,354	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽³⁾	03/08/2016		M			38,914	⁽⁵⁾	⁽⁵⁾	Common Stock	38,914	$0	0	D
Restricted Stock Units	⁽⁴⁾	03/08/2016		M			47,248	⁽⁶⁾	⁽⁶⁾	Common Stock	47,248	$0	0	D

Explanation of Responses:

1. Shares acquired upon vesting of Restricted Shares received by the reporting person on February 29, 2016 and reported on a Form 3 filed on March 9, 2016.

2. The reporting person reported all Restricted Shares received by the reporting person on February 29, 2016 in Table I of the Form 4 filed on March 9, 2016. As such, no adjustments to the reporting person's beneficial ownership needs to be made to reflect this vesting event.

3. Performance Restricted Stock Units convert into common stock on a one-for-one basis.

4. Restricted Stock Units convert into common stock on a one-for-one basis.

5. Received in exchange for Performance Restricted Stock Units of Diamond Foods, Inc. (DMND) pursuant to the Agreement and Plan of Merger and Reorganization, dated October 27, 2015, (the "Merger Agreement"), by and among Diamond Foods, Inc., Snyder's-Lance, Inc., Shark Acquisition Sub I, Inc., a wholly-owned subsidiary of Snyder's-Lance, Inc. and Shark Acquisition Sub II, LLC, a wholly-owned subsidiary of Snyder's-Lance, Inc. The reporting person received the Performance Restricted Stock Units of Snyder's-Lance, Inc. (LNCE) in exchange for 34,263 Performance Restricted Stock Units of Diamond Foods, Inc. (DMND).

6. Received in exchange for Restricted Stock Units of Diamond Foods, Inc. (DMND) pursuant to the Merger Agreement. Restricted Stock Units of Snyder's-Lance, Inc. (LNCE) in exchange for 41,604 Restricted Stock Units of Diamond Foods, Inc. (DMND).

	/s/ Brian J. Driscoll by Gail Sharps Myers, Attorney-In-Fact	03/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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