Sec Form 4 Filing - Blackstone Capital Partners (Cayman) V L.P. @ Pinnacle Foods Inc. - 2014-12-05

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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
Blackstone Capital Partners (Cayman) V L.P.
2. Issuer Name and Ticker or Trading Symbol
Pinnacle Foods Inc. [ PF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2014
(Street)
NEW YORK, NY10154
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 12/05/2014 S 1,676,664 D $ 32.11 ( 1 ) 10,744,138 I See Footnotes ( 2 ) ( 7 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 99,102 D $ 32.11 ( 1 ) 635,054 I See Footnotes ( 3 ) ( 7 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 10,819 D $ 32.11 ( 1 ) 69,330 I See Footnotes ( 4 ) ( 7 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 52,397 D $ 32.11 ( 1 ) 335,765 I See Footnotes ( 5 ) ( 7 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 4,055 D $ 32.11 ( 1 ) 25,983 I See Footnotes ( 6 ) ( 7 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 562,507 D $ 32.11 ( 1 ) 3,604,573 I See Footnotes ( 8 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 490,016 D $ 32.11 ( 1 ) 3,140,045 I See Footnotes ( 9 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 62,212 D $ 32.11 ( 1 ) 398,655 I See Footnotes ( 10 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 15,206 D $ 32.11 ( 1 ) 97,438 I See Footnotes ( 11 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 25,038 D $ 32.11 ( 1 ) 160,447 I See Footnotes ( 12 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 12/05/2014 S 1,984 D $ 32.11 ( 1 ) 12,717 I See Footnotes ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
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
Blackstone Capital Partners (Cayman) V L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Capital Partners (Cayman) V-A, L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Capital Partners (Cayman) V-AC L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Family Investment Partnership (Cayman) V L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Family Investment Partnership (Cayman) V-SMD L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Participation Partnership (Cayman) V L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates (Cayman) V L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BCPV Pinnacle Holdings LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BLACKSTONE CAPITAL PARTNERS (CAYMAN) V L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A, L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-AC, L.P.; By: Blackstone Management Associates (Cayman) V L.P., its general partner; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD L.P.; By: Blackstone Family GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) V L.P.; By: BCP V GP L.L.C., its general partner; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
BCPV PINNACLE HOLDINGS LLC; By: /s/ John G. Finley; Title: Chief Legal Officer 12/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $32.11 secondary public offering price per share of the Issuer's common stock received by the Blackstone Funds (as defined below) in connection with the underwriters' exercise of their over-allotment option granted in connection with an underwritten secondary block trade which closed on November 21, 2014.
( 2 )These securities are held by Blackstone Capital Partners V L.P. ("BCP V").
( 3 )These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC").
( 4 )These securities are held by Blackstone Family Investment Partnership V L.P. ("Family").
( 5 )These securities are held by Blackstone Family Investment Partnership V-SMD L.P. ("Family-SMD").
( 6 )These securities are held by Blackstone Participation Partnership V L.P. ("Participation").
( 7 )The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C.
( 8 )These securities are held by Blackstone Capital Partners (Cayman) V L.P ("BCP V Cayman") through its holdings of BCPV Pinnacle Holdings LLC ("Blackstone Pinnacle Holdings").
( 9 )These securities are held by Blackstone Capital Partners (Cayman) V-A L.P ("BCP V Cayman-A") through its holdings of Blackstone Pinnacle Holdings.
( 10 )These securities are held by Blackstone Capital Partners (Cayman) V-AC L.P ("BCP V-AC Cayman") through its holdings of Blackstone Pinnacle Holdings.
( 11 )These securities are held by Blackstone Family Investment Partnership (Cayman) V L.P ("Family Cayman") through its holdings of Blackstone Pinnacle Holdings.
( 12 )These securities are held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P ("Family Cayman SMD") through its holdings of Blackstone Pinnacle Holdings.
( 13 )These securities are held by Blackstone Participation Partnership (Cayman) V L.P ("Participation Cayman", together with BCP V, BCP V-AC, Family, Family-SMD, Participation, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD and Blackstone Pinnacle Holdings, the "Blackstone Funds") through its holdings of Blackstone Pinnacle Holdings. Blackstone Pinnacle Holdings is a limited liability company wholly owned and managed by its members, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD and Participation Cayman.
( 14 )Blackstone Management Associates (Cayman) V, L.P. is the general partner of BCP V Cayman, BCP V Cayman-A and BCP V-AC Cayman. BCP V GP L.L.C. is a general partner and majority in interest owner of Blackstone Management Associates (Cayman) V, L.P. and the general partner of Family Cayman and Participation Cayman. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C.
( 15 )The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of each of Family-SMD and Family Cayman SMD is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.
( 16 )Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each (other than the Blackstone Funds to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 17 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, BCP V, BCP V-AC, Family, Family-SMD, Participation, Blackstone Management Associates V, L.L.C., BMA V L.L.C., BCP V Side-By-Side GP L.L.C., Blackstone Family GP L.L.C., BCP V GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman have filed separate Form 4s.

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