SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. )

Pinnacle Foods Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

72348P104

(CUSIP Number)

Eleazer Klein, Esq.

Marc Weingarten, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 9, 2018

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 72348P104 SCHEDULE 13D Page 2 of 10 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,827,278 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 10,827,278 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,827,278 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.10%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 72348P104 SCHEDULE 13D Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS JAMES LAWRENCE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 300,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 300,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 300,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.25%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 72348P104 SCHEDULE 13D Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS GLENN K. MURPHY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 150,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 150,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 150,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.13%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 72348P104 SCHEDULE 13D Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS DIANE DIETZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 62,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 62,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 62,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.05%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 72348P104 SCHEDULE 13D Page 6 of 10 Pages

Item 1.	SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares ("Shares") of common stock, par value $0.01 per share, of Pinnacle Foods Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 399 Jefferson Road, Parsippany, New Jersey 07054.

Item 2. IDENTITY AND BACKGROUND.

(a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company ("JANA"); (ii) James Lawrence ("Mr. Lawrence"); (iii) Glenn K. Murphy ("Mr. Murphy"); and (iv) Diane Dietz, whose full legal name is Diane Dietz Suciu ("Ms. Dietz," and together with JANA, Mr. Lawrence and Mr. Murphy, the "Reporting Persons"). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein ("Mr. Rosenstein" or the "Principal").

(b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153. The address of Mr. Lawrence is 901 S Marquette Avenue, Suite 2780, Minneapolis, MN 55402. The address of Mr. Murphy is 1127 Yonge St., Suite 500, Toronto, Canada M4W 2L8. The address of Ms. Dietz is P.O. Box 18, Diablo, CA 94528.

(c) The principal business of JANA and the Principal is investing for accounts under their management. The principal business of Mr. Lawrence is serving as chairman of Great North Star, LLC, a private investment company. The principal business of Mr. Murphy is serving as Founder and CEO of FIS-Holdings, Ltd., a consumer focused investment firm that invests to unlock value operationally in high quality businesses, and as Executive Chairman of lululemon athletica inc. The principal business of Ms. Dietz is serving as President and CEO of Rodan & Fields, LLC, a premium skincare brand.

(d) None of the Reporting Persons nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) JANA is a limited liability company organized in Delaware.  Each of the Principal, Mr. Lawrence and Ms. Dietz is a citizen of the United States of America. Mr. Murphy is a Canadian citizen.  

CUSIP No. 72348P104 SCHEDULE 13D Page 7 of 10 Pages

Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 11,339,278 Shares reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $627.4 million.

The 10,827,278 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $599.5 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Mr. Lawrence used a total of approximately $16.4 million in the aggregate to acquire the 300,000 Shares reported herein as beneficially owned by him.

Mr. Murphy used a total of approximately $8.1 million in the aggregate to acquire the 150,000 Shares reported herein as beneficially owned by him.

Ms. Dietz used a total of approximately $3.4 million in the aggregate to acquire the 62,000 Shares reported herein as beneficially owned by her.

Funds for the purchase of the Shares reported herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each such individual.

Item 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. JANA, with the assistance of the other Reporting Persons, intends to have discussions with members of the Issuer’s board of directors (the "Board") and management team regarding value creation measures including (i) operations, costs and margin execution; (ii) capital allocation and capitalization; (iii) evaluating alternatives to realize the Issuer’s strategic value, including a sale or other consolidation opportunities potentially available to the Issuer as a result of its scale position in the frozen foods sector. The Reporting Persons may also seek to discuss other topics with the Issuer including Board composition. The Reporting Persons may also have discussions with shareholders and other parties relating to all such matters.  The Reporting Persons have historically maintained a constructive dialogue with the Issuer and the Reporting Persons expect to continue their engagement in this fashion; however, to the extent constructive resolution cannot be reached, JANA may pursue board change and has signed cooperation agreements with the other Reporting Persons as described in Item 6.

JANA, potentially with the assistance of the other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer's Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer's assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Board.

CUSIP No. 72348P104 SCHEDULE 13D Page 8 of 10 Pages

Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar transactions with respect to the Shares.

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 119,032,551 Shares outstanding as of February 27, 2018, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission on March 1, 2018.

As of the date hereof, JANA may be deemed to beneficially own 10,827,278 Shares, representing approximately 9.10% of the Shares outstanding.  

As of the date hereof, Mr. Lawrence may be deemed to beneficially own 300,000 Shares, representing approximately 0.25% of the Shares outstanding.

As of the date hereof, Mr. Murphy may be deemed to beneficially own 150,000 Shares, representing approximately 0.13% of the Shares outstanding.

As of the date hereof, Ms. Dietz may be deemed to beneficially own 62,000 Shares, representing approximately 0.05% of the Shares outstanding.

By virtue of the Cooperation Agreement (as defined in Item 6 below), JANA, Mr. Lawrence, Mr. Murphy and Ms. Dietz may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 11,339,278 Shares, representing approximately 9.53% of the outstanding Shares. Each of Mr. Lawrence, Mr. Murphy and Ms. Dietz expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each other. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each of Mr. Lawrence, Mr. Murphy and Ms. Dietz.  

(b) JANA has sole voting and dispositive power over the 10,827,278 Shares, which power is exercised by the Principal. Mr. Lawrence has sole voting and dispositive power over the 300,000 Shares beneficially owned by him. Mr. Murphy has sole voting and dispositive power over the 150,000 Shares beneficially owned by him. Ms. Dietz has sole voting and dispositive power over the 62,000 Shares beneficially owned by her.

(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

CUSIP No. 72348P104 SCHEDULE 13D Page 9 of 10 Pages

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

JANA entered into a cooperation agreement with each of Mr. Lawrence, Mr. Murphy and Ms. Dietz (the "Cooperation Agreement") substantially in the form attached as Exhibit B to this Schedule 13D whereby Messrs. Lawrence and Murphy and Ms. Dietz have agreed to comply with certain confidentiality obligations and trading restrictions and, if requested by JANA and agreed to by such Reporting Person, to become a member of a slate of nominees (the "Slate") and stand for election as a director of the Issuer in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted by JANA in respect of the 2019 annual meeting of stockholders of the Issuer (the "Annual Meeting"). Pursuant to each Cooperation Agreement, in the event of a Proxy Solicitation, JANA has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting, and to defend and indemnify each of Messrs. Lawrence and Murphy and Ms. Dietz against, and with respect to, any losses that may be incurred by such individual in the event such individual becomes a party to litigation based on his or her nomination as a candidate for election to the Board and the solicitation of proxies in support of his or her election. Under each of their respective Cooperation Agreements, in the event that Messrs. Lawrence and Murphy and Ms. Dietz agree to serve on the Slate, each of them will receive compensation in the amount of $80,000, and an additional $150,000 in the event of his or her appointment or election. Each of Messrs. Lawrence and Murphy and Ms. Dietz agreed to hold Shares with a market-value equal to $230,000 (adjusted for taxes) as of the date of his or her election or appointment, subject to certain exceptions, until the later of when such individual is no longer a director of the Issuer and three years. A copy of the form of the Cooperation Agreement is attached as Exhibit B and is incorporated by reference herein.

Except as otherwise set forth herein and the joint filing agreement attached hereto as Exhibit C, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:	Transactions in the Shares of the Issuer During the Last 60 Days
Exhibit B:	Form of Cooperation Agreement
Exhibit C:	Joint Filing Agreement, dated April 19, 2018

CUSIP No. 72348P104 SCHEDULE 13D Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 19, 2018

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ James Lawrence
JAMES LAWRENCE
/s/ Glenn K. Murphy
GLENN K. MURPHY
/s/ Diane Dietz
DIANE DIETZ

EX-99

EXHIBIT A

Transactions in the Shares of the Issuer During the Last 60 Days

The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
02/21/2018	25,949	55.61
02/21/2018	61,700	55.66
02/22/2018	301,759	55.51
02/22/2018	400	55.42
02/22/2018	49,100	55.52
02/26/2018	50,200	55.56
02/26/2018	160,483	55.52
02/26/2018	357,300	55.57
02/27/2018	308,679	55.46
02/27/2018	21,095	55.36
02/27/2018	874,800	55.40
02/27/2018	50,000	55.68
02/28/2018	69,213	54.42
02/28/2018	328,500	54.18
02/28/2018	14,400	54.13
03/01/2018	74,551	53.99
03/01/2018	38,500	54.03
03/01/2018	464,213	54.06
03/01/2018	237,300	54.07
03/16/2018	8,600	54.87
03/16/2018	11,500	55.06
03/16/2018	128,373	54.99
03/19/2018	38,200	54.81
03/19/2018	359,643	54.93
03/20/2018	159,254	54.99
03/21/2018	127,592	52.96
03/21/2018	25,571	53.46
03/21/2018	783,319	53.05
03/21/2018	67,948	53.28
03/22/2018	63,067	53.83
03/23/2018	25,000	53.63
03/23/2018	65,125	53.79
03/26/2018	7,926	53.80
04/09/2018	313,744	54.83
04/09/2018	43,611	54.67
04/09/2018	(65,000)	54.88
04/10/2018	145,636	55.01
04/10/2018	288,557	55.02
04/10/2018	11,000	54.96
04/11/2018	179,255	55.21

04/11/2018	96,329	55.28
04/11/2018	28,413	55.27
04/11/2018	31,700	55.12
04/12/2018	407,540	55.35
04/12/2018	202,281	55.41
04/12/2018	93,866	55.36
04/13/2018	53,698	55.74
04/13/2018	23,752	55.78
04/13/2018	116,042	55.83
04/13/2018	20,200	55.75
04/16/2018	174,838	56.75
04/16/2018	41,499	56.68
04/16/2018	370,824	56.84
04/17/2018	531,802	56.78
04/17/2018	371,800	56.72
04/17/2018	309,800	56.87
04/17/2018	205,000	56.64
04/17/2018	120,938	56.86
04/17/2018	140,693	56.69
04/18/2018	479,771	56.73
04/18/2018	275,411	56.76
04/18/2018	73,410	56.78
04/19/2018	267,000	55.87
04/19/2018	111,608	55.95
04/19/2018	3,000	55.96

Mr. Lawrence

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
03/20/2018	200,000	55.08
03/21/2018	100,000	53.45

Mr. Murphy

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
03/26/2018	115,262	53.78
03/28/2018	34,738	53.99

Ms. Dietz

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
04/09/2018	30,000	54.88
04/09/2018	10,000	54.61
04/09/2018	10,000	54.63
04/09/2018	8,050	54.70
04/09/2018	3,950	54.42

EX-99

EXHIBIT B

Form of Cooperation Agreement

AGREEMENT

This Agreement (the "Agreement"), is by and between JANA Partners LLC ("JANA," "we" or "us") and [COOPERATING PARTY] ("you").

The parties hereby agree that if requested by JANA and agreed by you within three (3) business days of such request, in each case during the term of this Agreement, you shall (i) become a member of a slate of one or more nominees (the "Slate") of a JANA affiliate (the "Nominating Party") which nominee or nominees shall stand for election as directors of Pinnacle Foods Inc. ("Pinnacle Foods") in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted in respect of the 2019 annual meeting of stockholders of Pinnacle Foods (such applicable meeting, including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, in accordance with the terms of this Agreement, and (ii) serve as a director of Pinnacle Foods if so elected or appointed. In the event of a Proxy Solicitation, JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. In the event that you agree to serve as a member of the Slate, JANA also agrees on behalf of the Nominating Party to pay you, (i) $80,000 within three (3) business days of the date you notify JANA of your agreement to serve as a member of the Slate and (ii) in the event that you are elected or appointed as a director of Pinnacle Foods, $150,000 within three (3) business days of such election or appointment, provided that to the extent that you do not own on the date of such election or appointment shares of common stock of Pinnacle Foods ("Shares") with a market value (based on the closing price of the Shares on the date of such election or appointment) equal to at least the estimated after-tax proceeds of $230,000 (assuming a combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar), you agree to purchase an amount of Shares with a market value (based on the closing price of the Shares on the date of such election or appointment) equivalent to or greater than such after-tax amount within five (5) business days of receipt of the payment described in clause (ii) of this sentence (or such longer period as may be required to comply with any legal or regulatory requirements or policies of the Board). You agree to hold any Shares purchased by you in accordance with this paragraph (and any other Shares purchased by you which were taken into account in satisfying the share ownership obligation set forth in the prior sentence) until at least the later of (i) the first date as of which you are no longer a director of Pinnacle Foods and (ii) three (3) years from the date of such appointment or election (or if earlier, the date of the consummation of any merger or sale of Pinnacle Foods which has been approved if applicable by the Board and the holders of the requisite number of Shares).

JANA agrees on behalf of the Nominating Party that, in the event that you are requested by JANA and agree to serve on the Slate, JANA will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Pinnacle Foods on the Slate, or (ii) otherwise arising from or in

connection with or relating to a Proxy Solicitation. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, JANA will not indemnify you for any action taken by you or on your behalf that occurs prior to the date of your agreement to serve as a member of the Slate or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Pinnacle Foods, if you are elected or appointed. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the JANA Questionnaire (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify JANA in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims; provided, however, that any failure by you to notify JANA of any claim shall not relieve JANA of any liability which JANA may have to you except only to the extent that any such delay in giving of failure to give notice as required materially prejudices the defense of such claim. In addition, upon your delivery of notice with respect to any such claim, JANA shall promptly assume control of the defense of such claim with counsel chosen by JANA and shall advise you of the progress thereof and all significant actions proposed. JANA shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, JANA may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of JANA in this Agreement in a court of competent jurisdiction, or to recover damages for breach of this Agreement, JANA will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

You understand that it may be difficult, if not impossible, to replace a nominee who agrees to serve on the Slate and, if elected or appointed, as a director of Pinnacle Foods if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of Pinnacle Foods. Accordingly, in the event that JANA requests and you agree to serve as a member of the Slate, JANA will be relying upon your agreement to serve on the Slate and, if elected, as a director of Pinnacle Foods. In that regard, if JANA requests and you agree to serve as a member of the Slate in accordance with this Agreement, (i) you may be supplied with a questionnaire (the "JANA Questionnaire") in which you will provide JANA with information necessary for the Nominating Party to make appropriate disclosure to Pinnacle Foods and to use in creating the proxy solicitation materials to be sent to stockholders of Pinnacle Foods and filed with the Securities and Exchange Commission in connection with such Proxy Solicitation and (ii) the event that the Nominating Party files with the Securities and Exchange Commission any proxy solicitation materials, the Nominating Party agrees to provide you with an opportunity to

comment on those sections of the proxy solicitation materials that relate to any personal information concerning you contained in such materials.

You agree that, if JANA requests and you agree to serve as a member of the Slate in accordance with this Agreement, (i) upon request you will promptly complete, sign and return the JANA Questionnaire, (ii) your responses in the JANA Questionnaire will be true, complete and correct in all respects, (iii) you will provide any additional information as may be reasonably requested by JANA, and (iv) upon our request you will execute and return a separate instrument confirming that you consent to being nominated for election as a director of Pinnacle Foods and, if elected, consent to serving as a director of Pinnacle Foods. After the completion of any such materials, we and the Nominating Party may forward your consent and completed JANA Questionnaire (or summary thereof), to Pinnacle Foods, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein, as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith.

You further agree that (i) you will treat confidentially all information relating to any Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of communication relating to Pinnacle Foods or any such Proxy Solicitation without the prior approval of JANA; and (iii) you will not agree to serve, or agree to be nominated to stand for election by Pinnacle Foods or any other stockholder of Pinnacle Foods (other than JANA), as a director of Pinnacle Foods without the prior approval of JANA.

In addition to the purchases of Shares required above, you or your affiliates may invest in securities of Pinnacle Foods. With respect to any such purchases during the term of this Agreement, (i) you agree to consult with JANA and provide necessary information so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) JANA or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto. With respect to any purchases made pursuant to this paragraph you agree on behalf of yourself and your affiliates not to dispose of any such securities prior to the termination of this Agreement, provided, however, that in the event that the Nominating Party or any of its affiliates dispose of any Shares during the term of this Agreement, of which dispositions you shall be promptly notified, you and your family members or affiliates will be permitted to sell in the aggregate a pro rata amount.

Each of us recognizes that should you be elected or appointed to the Board of Directors of Pinnacle Foods all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Pinnacle Foods and to the stockholders of Pinnacle Foods and, as a result, that there is, and can be, no agreement between you and JANA that governs the decisions which you will make as a director of Pinnacle Foods.

This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board of Directors of Pinnacle Foods or (iii) the termination of the Proxy Solicitation, provided, however, that the first, second, your confidentiality obligations in the fifth, eighth, and ninth paragraphs of this

Agreement (disregarding for the purposes of such numbering the first sentence of this Agreement naming the parties) shall survive such termination.

This Agreement sets forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by JANA and you. Any prior agreements with respect to this subject matter are hereby terminated. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

[Signature Page Follows]

Agreed to as of the date both parties have signed:

JANA PARTNERS LLC

By:

Name:  

Title:

Date:      

Name:  [COOPERATING PARTY]

Date:   

EX-99

EXHIBIT C

Joint Filing Agreement, dated April 19, 2018

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: April 19, 2018

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ James Lawrence
JAMES LAWRENCE
/s/ Glenn K. Murphy
GLENN K. MURPHY
/s/ Diane Dietz
DIANE DIETZ