Sec Form 4 Filing - Ashby Molly @ Annie's, Inc. - 2013-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ashby Molly 2. Issuer Name and Ticker or Trading Symbol Annie's, Inc. [ BNNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOLERA CAPITAL, LLC, 625 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2013 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 03/18/2013( 2 ) S( 2 ) 3,500,000 D $ 40 3,037,096 D ( 1 ) Common Stock, par value $0.001 per share 03/18/2013( 3 ) J( 3 ) 500,000 D $ 38.25 2,537,096 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ashby Molly C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE NEW YORK, NY10022 X X SOLERA PARTNERS LP C/O SOLERA CAPITAL, LLC, 625 MADISON AVE NEW YORK, NY10022 X SCI Partners, L.P. C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE NEW YORK, NY10022 X Solera Capital GP, L.P. C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE NEW YORK, NY10022 X Solera GP, LLC C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE NEW YORK, NY10022 X Solera GP II, LLC C/O SOLERA CAPITAL, LLC 625 MADISON AVENUE NEW YORK, NY10022 X Signatures /s/ Julie M. Allen, as Attorney-in-Fact for Molly Ashby 03/20/2013 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera Partners, L.P. 03/20/2013 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for SCI Partners, L.P. 03/20/2013 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera Capital GP, L.P. 03/20/2013 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera GP, LLC 03/20/2013 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera GP II, LLC 03/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares owned by Solera Partners, L.P. and SCI Partners, L.P. Solera Partners, L.P. is controlled by its general partner, Solera Capital GP, L.P., which is controlled by its general partner, Solera GP, LLC. Molly F. Ashby is the sole managing member of Solera GP, LLC. In addition, investment and disposition decisions for Solera Partners, L.P. are generally made by a majority vote of the investment committee of Solera Capital GP, L.P., which majority vote must include Ms. Ashby. The investment committee is comprised of three members, including Ms. Ashby. SCI Partners, L.P. is controlled by its general partner, Solera GP II, LLC. Ms. Ashby is the sole managing member of Solera GP II, LLC. Ms. Ashby expressly disclaims beneficial ownership of such shares as to which she does not have a pecuniary interest. ( 2 )The holders sold 3,500,000 shares of common stock of the Issuer in a secondary offering of the Issuer's common stock in which the holders were the only selling stockholders. ( 3 )Pursuant to a share repurchase agreement entered into by and among the Issuer and the holders on February 28, 2013, the Issuer repurchased 500,000 shares of common stock, concurrently with the closing of the secondary offering, directly from the holders in a private, non-underwritten transaction at a price per share equal to the price paid by the underwriters in the secondary offering.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.