Sec Form 4 Filing - LEIGHTON JAMES @ BOULDER BRANDS, INC. - 2014-06-30

Insider filing report for Changes in Beneficial Ownership
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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
LEIGHTON JAMES
2. Issuer Name and Ticker or Trading Symbol
BOULDER BRANDS, INC. [ BDBD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO and Interim CEO
(Last) (First) (Middle)
C/O BOULDER BRANDS, INC.,, 1600 PEARL STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2014
(Street)
BOULDER, CO80302
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 ( 1 ) 06/30/2014 F 47,205 D 109,492 D
Common Stock ( 2 ) 01/15/2016 D 109,492 D $ 11 0 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
Option to Purchase $ 15.19 01/15/2016 D 150,000 ( 3 )( 4 ) 01/15/2024 Common Stock 150,000 $ 15.19 0 D
Option to Purchase $ 15.91 01/15/2016 D 250,000 ( 3 )( 4 ) 10/07/2023 Common Stock 250,000 $ 15.91 0 D
Option to Purchase $ 7.69 01/15/2016 D 45,000 ( 3 )( 4 ) 08/07/2018 Common Stock 45,000 $ 7.69 0 D
Option to Purchase $ 9 01/15/2016 D 90,000 ( 3 )( 4 ) 08/14/2017 Common Stock 90,000 $ 9 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEIGHTON JAMES
C/O BOULDER BRANDS, INC.,
1600 PEARL STREET, SUITE 300
BOULDER, CO80302
X COO and Interim CEO
Signatures
/s/ James Leighton, by Timothy Kraft, Attorney-in-fact 01/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting previously unreported activity regarding the withholding of 47,205 shares, in the aggregate, of common stock of the issuer used to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units previously granted to the reporting person pursuant to the terms of the Company's Second Amended and Restated Stock and Awards Plan. The vesting events occurred on the following dates at each of the following share prices: 6/30/14 ($14.18); 12/5/14 ($10.21); 1/15/15 ($10.06); 6/29/15 ($6.91); 10/7/15 ($8.76); 12/7/15 ($10.95) and 12/29/15 ($10.97).
( 2 )On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock units) was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration").
( 3 )The stock options granted in January 2014, October 2013, August 2008 and August 2007, respectively, each were scheduled to vest ratably over four years or are already vested. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment.
( 4 )(Continued From footnote 3) As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time.

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