Sec Form 4 Filing - Ashby Molly @ Annie's, Inc. - 2012-04-02

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 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) 04/02/2012 (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 04/02/2012( 1 ) C( 1 ) 14,207,529 A 14,207,529 D ( 2 ) Common Stock, par value $0.001 per share 04/02/2012( 3 ) S( 3 ) 4,375,833 D $ 19 9,831,696 D ( 2 )

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 Series A 2002 Convertible Preferred ( 1 ) 04/02/2012( 1 ) C( 1 ) 3,698,203 ( 1 ) ( 1 ) Common Stock 3,698,203 ( 1 ) 0 D ( 2 ) Series A 2004 Convertible Preferred ( 1 ) 04/02/2012( 1 ) C( 1 ) 5,956,484 ( 1 ) ( 1 ) Common Stock 5,956,484 ( 1 ) 0 D ( 2 ) Series A 2005 Convertible Preferred ( 1 ) 04/02/2012( 1 ) C( 1 ) 4,552,842 ( 1 ) ( 1 ) Common Stock 4,552,842 ( 1 ) 0 D ( 2 )

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 04/03/2012 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera Partners, L.P. 04/03/2012 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for SCI Partners, L.P. 04/03/2012 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera Capital GP, L.P. 04/03/2012 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera GP, LLC 04/03/2012 Signature of Reporting Person Date /s/ Julie M. Allen, as Attorney-in-Fact for Solera GP II, LLC 04/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the consummation of the Issuer's initial public offering, all shares of convertible preferred stock were converted on a one-for-1.239385 basis to shares of common stock of the Issuer. ( 2 )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. ( 3 )As part of the Issuer's initial public offering, the holders sold 4,375,833 shares of common stock of the Issuer.

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).

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