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Filing Details

Accession Number:: 0001209191-14-064392
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-22 19:37:46
Reporting Period:: 2014-10-20

Filing Date:: 2014-10-22
Accepted Time:: 2014-10-22 19:37:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1431897	Annie's Inc.	BNNY	Food And Kindred Products (2000)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1545600	M. John Foraker	C/O Annie'S, Inc. 1610 Fifth Street Berkeley CA 94710	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-10-20	6,196	$5.20	6,196	No	4	M	Direct
Common Stock	Disposition	2014-10-20	6,196	$45.97	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-20	6,196	$0.00	6,196	$5.20
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	86,768	$0.00	86,768	$5.20
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	37,182	$0.00	37,182	$6.62
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	61,970	$0.00	61,970	$6.62
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	74,364	$0.00	74,364	$6.62
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	62,937	$0.00	62,937	$19.00
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-10-21	20,617	$0.00	20,617	$32.48
Common Stock	Performance Share Units	Disposition	2014-10-21	11,842	$0.00	11,842	$0.00
Common Stock	Performance Share Units	Disposition	2014-10-21	5,640	$0.00	5,640	$0.00
Common Stock	Performance Share Units	Disposition	2014-10-21	6,927	$0.00	6,927	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
86,768	2015-05-08	No	4	M	Direct
0	2015-05-08	No	4	D	Direct
0	2016-07-12	No	4	D	Direct
0	2016-07-12	No	4	D	Direct
0	2016-09-07	No	4	D	Direct
0	2022-03-26	No	4	D	Direct
0	2024-06-23	No	4	D	Direct
0	2015-12-31	No	4	D	Direct
0	2016-12-31	No	4	D	Direct
0	2017-12-31	No	4	D	Direct

Footnotes

These sales were effectuated pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2013.
This transaction was executed in multiple trades at prices ranging from $45.96 to $45.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
This stock option is immediately exercisable as to 86,768 shares and is fully vested.
Pursuant to the terms of the Agreement and Plan of Merger, dated September 8, 2014 (the "Merger Agreement"), by and among Annie's, Inc. (the "Issuer"), General Mills, Inc. ("General Mills") and Sandy Acquisition Corporation, an indirect wholly-owned subsidiary of General Mills, these options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in two equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
This stock option, which was immediately exercisable as to 74,364 shares and was fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were canceled pursuant to the terms of the Merger Agreement.
These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.