Sec Form 4 Filing - Clough James L. @ AdvancePierre Foods Holdings, Inc. - 2016-08-26

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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
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1. Name and Address of Reporting Person
Clough James L.
2. Issuer Name and Ticker or Trading Symbol
AdvancePierre Foods Holdings, Inc. [ APFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Foodservice
(Last) (First) (Middle)
C/O ADVANCEPIERRE FOODS HOLDINGS, INC., 9987 CARVER ROAD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2016
(Street)
BLUE ASH, OH45242
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/26/2016 A( 1 ) 12,371 ( 2 ) A $ 0 493,173 D
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
Employee Stock Option (Right to Buy) $ 25.69 08/26/2016 A( 3 ) 37,113 ( 4 ) 08/26/2026 Common Stock 37,113 $ 0 37,113 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clough James L.
C/O ADVANCEPIERRE FOODS HOLDINGS, INC.
9987 CARVER ROAD, SUITE 500
BLUE ASH, OH45242
President, Foodservice
Signatures
/s/ Linn S. Harson, Attorney-in-Fact 08/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Unit Award granted effective August 26, 2016 pursuant to the AdvancePierre Foods Holdings, Inc. 2009 Omnibus Equity Incentive Plan.
( 2 )Restricted Stock Unit vests over a 3 year period with 1/3 of the units vesting on each of July 27, 2017, July 27, 2018, and July 27, 2019.
( 3 )Granted pursuant to the AdvancePierre Foods Holdings, Inc. 2009 Omnibus Equity Incentive Plan.
( 4 )Option vests over a 3 year period with 1/3 of the options becoming exercisable on each of July 27, 2017, July 27, 2018, and July 27, 2019.

Remarks:
Power of Attorney attached.

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