X0306 4 2018-10-26 true 0001564822 PINNACLE FOODS INC. PF 0001189715 DEROMEDI ROGER K C/O PINNACLE FOODS INC 399 JEFFERSON ROAD PARSIPPANY NJ 07054-3707 true Common Stock, par value $0.01 2018-10-26 4 D 0 464444 D 0 D Common Stock, par value $0.01 2018-10-26 4 D 0 3039 D 0 D Employee Stock Options (Right to Buy) 20 2018-10-26 4 D 0 167080 D 2023-03-27 Common Stock 167080 0 D Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the "Merger Agreement"), by and among Pinnacle Foods Inc., a Delaware corporation (the "Company"), Conagra Brands Inc., a Delaware corporation (the "Parent"), and Patriot Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Conagra ("Merger Sub"), effective as of immediately prior to the effective time of the merger of the Company and Merger Sub (the "Merger"), each share of Company common stock was converted into the right to receive $43.11 in cash and 0.6494 (the "Exchange Ratio") of a share of common stock of Parent. Each disposition reported in this Form 4 is an exempt transaction. Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, each outstanding and unvested restricted stock unit with respect to the Company's common stock (a "Company RSU") was converted into a cash-settled restricted stock unit, denominated in shares of common stock of Parent, entitling the holder thereof to a cash payment equal to the value of the number of shares of common stock of Parent (rounded up to the nearest whole number) equal to (i) the number of shares of Company common stock subject to such Company RSU immediately prior to the effective time of the Merger multiplied by (ii) the sum of (x) the Exchange Ratio and (y) the quotient of (1) $43.11 divided by (2) $35.9749, the volume weighted average price of one share of common stock of Parent on each of the 10 consecutive trading days ending with the complete trading day ending immediately prior to October 26, 2018 (Continued from Footnote 2) as reported on the New York Stock Exchange (the "Parent Closing Price"). Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, each outstanding and vested option to purchase the Company's common stock (a "Company Option") was canceled in exchange for the right to receive a cash amount equal to the number of shares of Company common stock subject to such Company Option as of immediately prior to the effective time of the Merger multiplied by the excess, if any, of the sum of (a) $43.11 and (b) the product of (i) the Exchange Ratio multiplied by (ii) the Parent Closing Price, over the exercise price of such Company Option. /s/ Uche Ndumele, by Power of Attorney 2018-10-26