0001209191-14-064392.txt : 20141022
0001209191-14-064392.hdr.sgml : 20141022
20141022193746
ACCESSION NUMBER: 0001209191-14-064392
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141020
FILED AS OF DATE: 20141022
DATE AS OF CHANGE: 20141022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Annie's, Inc.
CENTRAL INDEX KEY: 0001431897
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
BUSINESS PHONE: 800-288-1089
MAIL ADDRESS:
STREET 1: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
FORMER COMPANY:
FORMER CONFORMED NAME: ANNIES INC
DATE OF NAME CHANGE: 20080409
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Foraker John M.
CENTRAL INDEX KEY: 0001545600
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35470
FILM NUMBER: 141168565
MAIL ADDRESS:
STREET 1: C/O ANNIE'S, INC.
STREET 2: 1610 FIFTH STREET
CITY: BERKELEY
STATE: CA
ZIP: 94710
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-10-20
1
0001431897
Annie's, Inc.
BNNY
0001545600
Foraker John M.
C/O ANNIE'S, INC.
1610 FIFTH STREET
BERKELEY
CA
94710
1
1
0
0
Chief Executive Officer
Common Stock
2014-10-20
4
M
0
6196
5.20
A
6196
D
Common Stock
2014-10-20
4
S
0
6196
45.969
D
0
D
Non-Qualified Stock Options (right to buy)
5.20
2014-10-20
4
M
0
6196
0.00
D
2015-05-08
Common Stock
6196
86768
D
Non-Qualified Stock Options (right to buy)
5.20
2014-10-21
4
D
0
86768
0.00
D
2015-05-08
Common Stock
86768
0
D
Non-Qualified Stock Options (right to buy)
6.62
2014-10-21
4
D
0
37182
0.00
D
2016-07-12
Common Stock
37182
0
D
Non-Qualified Stock Options (right to buy)
6.62
2014-10-21
4
D
0
61970
0.00
D
2016-07-12
Common Stock
61970
0
D
Non-Qualified Stock Options (right to buy)
6.62
2014-10-21
4
D
0
74364
0.00
D
2016-09-07
Common Stock
74364
0
D
Non-Qualified Stock Options (right to buy)
19.00
2014-10-21
4
D
0
62937
0.00
D
2022-03-26
Common Stock
62937
0
D
Non-Qualified Stock Options (right to buy)
32.48
2014-10-21
4
D
0
20617
0.00
D
2024-06-23
Common Stock
20617
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
11842
0.00
D
2015-12-31
Common Stock
11842
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
5640
0.00
D
2016-12-31
Common Stock
5640
0
D
Performance Share Units
0.00
2014-10-21
4
D
0
6927
0.00
D
2017-12-31
Common Stock
6927
0
D
These sales were effectuated pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2013.
This transaction was executed in multiple trades at prices ranging from $45.96 to $45.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
This stock option is immediately exercisable as to 86,768 shares and is fully vested.
Pursuant to the terms of the Agreement and Plan of Merger, dated September 8, 2014 (the "Merger Agreement"), by and among Annie's, Inc. (the "Issuer"), General Mills, Inc. ("General Mills") and Sandy Acquisition Corporation, an indirect wholly-owned subsidiary of General Mills, these options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in two equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
This stock option, which was immediately exercisable as to 74,364 shares and was fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were canceled pursuant to the terms of the Merger Agreement.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.
/s/ Sukhindra K. Mata as Attorney-in-Fact
2014-10-22