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^*

Barkley Michael J

(Last)

(First)

(Middle)

C/O PINNACLE FOODS INC.

399 JEFFERSON ROAD

(Street)

PARSIPPANY

07054-3707

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2015

3. Issuer Name and Ticker or Trading Symbol
Pinnacle Foods Inc. [ PF ]

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

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

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)
Restricted Stock Options	9,135⁽¹⁾	D

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)
Stock Option (Right to Buy)	01/02/2014⁽²⁾	01/02/2024	Common Stock	30,447⁽³⁾	$27.37	D
Stock Option (Right to Buy)	04/01/2014⁽⁴⁾	04/01/2024	Common Stock	14,515⁽³⁾	$29.28	D
Performance Rights	04/01/2014⁽⁵⁾	04/01/2024⁽⁵⁾	Common Stock	4,354⁽⁶⁾	$0.00	D
Stock Option (Right to Buy)	04/01/2015⁽⁷⁾	04/01/2025	Common Stock	17,762⁽³⁾	$41.05	D
Performance Rights	04/01/2015⁽⁸⁾	04/01/2025⁽⁸⁾	Common Stock	5,328⁽⁶⁾	$0.00	D

Explanation of Responses:

1. Represents restricted shares granted pursuant to the Pinnacle Foods Inc. 2013 Omnibus Incentive Plan (the "Plan"). This award of restricted shares will vest on January 2, 2017, subject to the reporting person's continuous employment through January 2, 2017 and subject to certain conditions as detailed in the Plan.

2. The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on January 2, 2017, subject to the reporting person's continuous employment through January 2, 2017 and subject to certain conditions as detailed in the Plan.

3. Represents stock options granted pursuant to the Plan.

4. The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on April 1, 2017, subject to the reporting person's continuous employment through April 1, 2017 and subject to certain conditions as detailed in the Plan.

5. Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning April 1, 2014 and ending March 31, 2017. The performance rights will vest on April 1, 2017, subject to the reporting person's continuous employment through April 1, 2017 and subject to certain conditions as detailed in the Plan. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

6. Represents performance rights granted pursuant to the Plan.

7. The shares subject to the stock option vest and become exercisable after a three-year period. The stock options will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan.

8. Each performance right represents a contingent right to receive one share of the Company's common stock. The vesting of the performance rights is based on the TSR of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning April 1, 2015 and ending March 31, 2018. The performance shares will vest on April 1, 2018, subject to the reporting person's continuous employment through April 1, 2018 and subject to certain conditions as detailed in the Plan. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

Remarks:

	/s/ Uchde Ndumele, by Power of Attorney	12/15/2015
	** 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.