X0306 4 2014-06-30 1 0001331301 BOULDER BRANDS, INC. BDBD 0001107566 LEIGHTON JAMES C/O BOULDER BRANDS, INC., 1600 PEARL STREET, SUITE 300 BOULDER CO 80302 1 1 0 0 COO and Interim CEO Common Stock 2014-06-30 4 F 0 47205 D 109492 D Common Stock 2016-01-15 4 D 0 109492 11.00 D 0 D Option to Purchase 15.19 2016-01-15 4 D 0 150000 15.19 D 2024-01-15 Common Stock 150000 0 D Option to Purchase 15.91 2016-01-15 4 D 0 250000 15.91 D 2023-10-07 Common Stock 250000 0 D Option to Purchase 7.69 2016-01-15 4 D 0 45000 7.69 D 2018-08-07 Common Stock 45000 0 D Option to Purchase 9.00 2016-01-15 4 D 0 90000 9.00 D 2017-08-14 Common Stock 90000 0 D Reporting previously unreported activity regarding the withholding of 47,205 shares, in the aggregate, of common stock of the issuer used to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units previously granted to the reporting person pursuant to the terms of the Company's Second Amended and Restated Stock and Awards Plan. The vesting events occurred on the following dates at each of the following share prices: 6/30/14 ($14.18); 12/5/14 ($10.21); 1/15/15 ($10.06); 6/29/15 ($6.91); 10/7/15 ($8.76); 12/7/15 ($10.95) and 12/29/15 ($10.97). On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock units) was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration"). The stock options granted in January 2014, October 2013, August 2008 and August 2007, respectively, each were scheduled to vest ratably over four years or are already vested. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. (Continued From footnote 3) As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time. /s/ James Leighton, by Timothy Kraft, Attorney-in-fact 2016-01-15