0001209191-14-064505.txt : 20141023
0001209191-14-064505.hdr.sgml : 20141023
20141023165510
ACCESSION NUMBER: 0001209191-14-064505
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141021
FILED AS OF DATE: 20141023
DATE AS OF CHANGE: 20141023
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Annie's, Inc.
CENTRAL INDEX KEY: 0001431897
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
BUSINESS PHONE: 800-288-1089
MAIL ADDRESS:
STREET 1: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
FORMER COMPANY:
FORMER CONFORMED NAME: ANNIES INC
DATE OF NAME CHANGE: 20080409
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mortimer Mark
CENTRAL INDEX KEY: 0001545595
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35470
FILM NUMBER: 141170435
MAIL ADDRESS:
STREET 1: C/O ANNIE'S, INC.
STREET 2: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-10-21
1
0001431897
Annie's, Inc.
BNNY
0001545595
Mortimer Mark
C/O ANNIE'S, INC.
1610 FIFTH STREET
BERKELEY
CA
94710
0
1
0
0
President & Chief Customer Off
Common Stock, par value $0.001 per share
2014-10-21
4
D
0
12394
46.00
D
0
D
Common Stock, par value $0.001 per share
2014-10-21
4
D
0
4646
0.00
D
0
D
Common Stock, par value $0.001 per share
2014-10-21
4
D
0
1540
0.00
D
0
D
Non-Qualified Stock Options (right to buy)
8.75
2014-10-21
4
D
0
12394
0.00
D
2017-07-10
Common Stock
12394
0
D
Non-Qualified Stock Options (right to buy)
8.88
2014-10-21
4
D
0
6197
0.00
D
2018-06-10
Common Stock
6197
0
D
Non-Qualified Stock Options (right to buy)
17.55
2014-10-21
4
D
0
24788
0.00
D
2021-07-31
Common Stock
24788
0
D
Non-Qualified Stock Options (right to buy)
19.00
2014-10-21
4
D
0
22379
0.00
D
2022-03-26
Common Stock
22379
0
D
Non-Qualified Stock Options (right to buy)
34.53
2014-10-21
4
D
0
40000
0.00
D
2023-01-13
Common Stock
40000
0
D
Non-Qualified Stock Options (right to buy)
32.48
2014-10-21
4
D
0
4581
0.00
D
2024-06-23
Common Stock
4581
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
4210
0.00
D
2015-12-31
Common Stock
4210
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
1750
0.00
D
2016-12-31
Common Stock
1750
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
3078
0.00
D
2017-12-31
Common Stock
3078
0
D
Pursuant to the terms of the Agreement and Plan of Merger, dated September 8, 2014 (the "Merger Agreement"), by and among Annie's, Inc. (the "Issuer"), General Mills, Inc. ("General Mills") and Sandy Acquisition Corporation, an indirect wholly-owned subsidiary of General Mills, these shares were tendered in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.
These restricted stock units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis in two equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.
These options, which provided for vesting in two equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were canceled pursuant to the terms of the Merger Agreement.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.
/s/ Sukhindra K. Mata as Attorney-in-Fact
2014-10-23