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