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