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* Ashby Molly (Last) (First) (Middle) C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/27/2012	3. Issuer Name and Ticker or Trading Symbol Annie's, Inc. [ BNNY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A 2002 Convertible Preferred Stock	(1)	(1)	Common Stock	3,698,203	(1)	D (2)
Series A 2004 Convertible Preferred Stock	(1)	(1)	Common Stock	5,956,484	(1)	D (2)
Series A 2005 Convertible Preferred Stock	(1)	(1)	Common Stock	4,552,842	(1)	D (2)

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. The convertible preferred stock is convertible at the holder's election, at any time, or automatically upon the consummation of a firm commitment underwritten registered public offering if certain price thresholds are met. The convertible preferred stock is convertible on a one-for-1.239385 basis and has no expiration date. Concurrently with the Issuer's initial public offering, all shares of convertible preferred stock will be converted into shares of common stock of the Issuer.

2. 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.

Remarks:

This report is filed jointly by Solera Partners, L.P., SCI Partners, L.P., Solera Capital GP, L.P., Solera GP, LLC and Solera GP II, LLC, all of whom are 10% owners, and Molly F. Ashby, who is a director and a 10% owner. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Shauna Bracher, as Attorney-in-Fact for Molly Ashby	03/30/2012
	/s/ Shauna Bracher, as Attorney-in-Fact for Solera Partners, L.P.	03/30/2012
	/s/ Shauna Bracher, as Attorney-in-Fact for SCI Partners, L.P.	03/30/2012
	/s/ Shauna Bracher, as Attorney-in-Fact for Solera Capital GP, L.P.	03/30/2012
	/s/ Shauna Bracher, as Attorney-in-Fact for Solera GP, LLC	03/30/2012
	/s/ Shauna Bracher, as Attorney-in-Fact for Solera GP II, LLC	03/30/2012
	** 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 5 (b)(v).
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