Filing Details

Accession Number:
0001209191-14-064392
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-10-22 19:37:46
Reporting Period:
2014-10-20
Filing Date:
2014-10-22
Accepted Time:
2014-10-22 19:37:46
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1431897 Annie's Inc. BNNY Food And Kindred Products (2000) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1545600 M. John Foraker C/O Annie'S, Inc.
1610 Fifth Street
Berkeley CA 94710
Chief Executive Officer Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2014-10-20 6,196 $5.20 6,196 No 4 M Direct
Common Stock Disposition 2014-10-20 6,196 $45.97 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-20 6,196 $0.00 6,196 $5.20
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 86,768 $0.00 86,768 $5.20
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 37,182 $0.00 37,182 $6.62
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 61,970 $0.00 61,970 $6.62
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 74,364 $0.00 74,364 $6.62
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 62,937 $0.00 62,937 $19.00
Common Stock Non-Qualified Stock Options (right to buy) Disposition 2014-10-21 20,617 $0.00 20,617 $32.48
Common Stock Performance Share Units Disposition 2014-10-21 11,842 $0.00 11,842 $0.00
Common Stock Performance Share Units Disposition 2014-10-21 5,640 $0.00 5,640 $0.00
Common Stock Performance Share Units Disposition 2014-10-21 6,927 $0.00 6,927 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
86,768 2015-05-08 No 4 M Direct
0 2015-05-08 No 4 D Direct
0 2016-07-12 No 4 D Direct
0 2016-07-12 No 4 D Direct
0 2016-09-07 No 4 D Direct
0 2022-03-26 No 4 D Direct
0 2024-06-23 No 4 D Direct
0 2015-12-31 No 4 D Direct
0 2016-12-31 No 4 D Direct
0 2017-12-31 No 4 D Direct
Footnotes
  1. These sales were effectuated pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2013.
  2. 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.
  3. This stock option is immediately exercisable as to 86,768 shares and is fully vested.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.