SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WAREHIME PATRICIA A

(Last)

(First)

(Middle)

13515 BALLANTYNE CORPORATE PLACE

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.83-1/3 par value Common Stock	03/26/2018		D		8,346,020⁽¹⁾	D	$50⁽¹⁾	0	I	By Trust⁽²⁾
$.83-1/3 par value Common Stock	03/26/2018		D		1,546,783⁽¹⁾	D	$50⁽¹⁾	0	I	By 2017 GRAT⁽³⁾
$.83-1/3 par value Common Stock	03/26/2018		D		1,041,345⁽¹⁾	D	$50⁽¹⁾	0	I	(4)⁽⁴⁾
$.83-1/3 par value Common Stock	03/26/2018		D		362,135⁽¹⁾	D	$50⁽¹⁾	0	I	(5)⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁶⁾	$0	03/26/2018		D			8,357.584⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	8,357.584	$50⁽⁸⁾	0	D
Restricted Stock Units⁽⁶⁾	$0	03/26/2018		D			4,065.365⁽⁹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,065.365	$50⁽¹⁰⁾	0	D

Explanation of Responses:

1. These shares were disposed of in the merger described in the merger agreement, dated December 18, 2017, among Snyder's-Lance, Inc., Campbell Soup Company and Twist Merger Sub Inc. (the "Merger").

2. These securities were held by the Patricia A. Warehime Revocable Deed of Trust.

3. These securities were held by the Warehime 2017 GRAT #1 (the "2017 GRAT") for the benefit of the reporting person and her adult daughters.

4. Shares beneficially owned by Warehime Enterprises, Inc., of which the Reporting Person is the controlling stockholder.

5. Shares beneficially owned by MAW Associates, L.P., of which the Reporting Person is the sole member and general partner.

6. Each Restricted Stock Unit represents a contingent right to receive one share of Snyder's-Lance, Inc. common stock.

7. Includes 357.584 Restricted Stock Units attributable to acquisitions under the Dividend Reinvestment Plan.

8. These Restricted Stock Units, which were deferred until the Reporting Person is no longer serving on the Snyder's-Lance, Inc. Board of Directors, were cancelled in the Merger in exchange for a right to receive $50 per Restricted Stock Unit.

9. Includes 65.365 Restricted Stock Units attributable to acquisitions under the Dividend Reinvestment Plan.

10. These Restricted Stock Units, which would have vested on May 10, 2018 and were deferred until the Reporting Person is no longer serving on the Snyder's-Lance, Inc. Board of Directors, were cancelled in the Merger in exchange for a right to receive $50 per Restricted Stock Unit.

	/s/ Margaret E. Wicklund, Attorney-In-Fact	03/28/2018
	** 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 4 (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).
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