SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GOOD CHARLES E

(Last)

(First)

(Middle)

13024 BALLANTYNE CORPORATE PLACE

SUITE 900

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$.83-1/3 par value Common Stock⁽¹⁾	275,825	D
$.83-1/3 par value Common Stock	1,668⁽²⁾	D
$.83-1/3 par value Common Stock⁽¹⁾	2,814,675	I	By Warehime Family Trusts⁽³⁾
$.83-1/3 par value Common Stock⁽¹⁾	1,632,215	I	By Warehime Family Trusts⁽⁴⁾
$.83-1/3 par value Common Stock⁽¹⁾	5,460	I	By Warehime Family Trusts⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)⁽⁶⁾	02/23/2012⁽⁷⁾	02/23/2021	$.83-1/3 par value Common Stock	6,276	$17.32	D

Explanation of Responses:

1. Received in exchange for shares of Snyder's of Hanover, Inc. common stock pursuant to the Agreement and Plan of Merger among Snyder's of Hanover, Inc., Lance, Inc. and Lima Merger Corp. ("Merger Agreement").

2. Restricted shares awarded pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan. Shares vest in three (3) equal annual installments beginning 2/23/2012.

3. These securities are held by the Michael A. Warehime 2010 GRAT and the Michael A. Warehime SOH GRAT for the benefit of Michael W. Warehime and his daughters. The reporting person serves as the trustee of these trusts. The reporting person disclaims beneficial ownership of these securities because he has no pecuniary interest therein.

4. These securities are held by the 1992 Trust FBO Elizabeth Ann Warehime and the 1990 Trust FBO Elizabeth Ann Warehime. The reporting person serves as a trustee of these trusts. The reporting person disclaims beneficial ownership of these securities because he has no pecuniary interest therein.

5. These securities are held by the 2010 Michael A. Warehime Trust FBO Margaret Ann Mininger and the 2010 Michael W. Warehime Trust FBO Harrison Michael Rupp. The reporting person serves as a trustee of these trusts. The reporting person disclaims beneficial ownership of these securities because he has no pecuniary interest therein.

6. Options granted pursuant to the 2007 Key Employee Incentive Plan, a Rule 16b-3 Plan.

7. Options become exercisable in three (3) equal annual installments beginning 2/23/2012.

Remarks:

	/Charles E. Good/ by Edward H. Schuth, his Attorney-In-Fact	05/05/2011
	** 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 5 (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 Number.