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Filing Details

Accession Number:: 0001209191-14-073946
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-09 17:24:09
Reporting Period:: 2014-12-05

Filing Date:: 2014-12-09
Accepted Time:: 2014-12-09 17:24:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1564822	Pinnacle Foods Inc.	PF	Food And Kindred Products (2000)	352215019

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1343206	P L V Partners Capital Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1368609	L.l.c. V Associates Management Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1368610	L.p. V Partnership Participation Blackstone	C/O The Blackstone Group 345 Park Avenue New York NY 10154	No	No	Yes	No
1368612	L.p. V Partnership Investment Family Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1511258	L.p. V-Ac Partners Capital Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	No
1537476	L.p. V-Smd Partnership Investment Family Blackstone	C/O The Blackstone Group L.p. 345 Park Avenue New York NY 10154	No	No	Yes	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	Disposition	2014-12-05	1,676,664	$32.11	10,744,138	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	99,102	$32.11	635,054	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	10,819	$32.11	69,330	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	52,397	$32.11	335,765	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	4,055	$32.11	25,983	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	562,507	$32.11	3,604,573	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	490,016	$32.11	3,140,045	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	62,212	$32.11	398,655	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	15,206	$32.11	97,438	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	25,038	$32.11	160,447	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-12-05	1,984	$32.11	12,717	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

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.
These securities are held by Blackstone Capital Partners V L.P. ("BCP V").
These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC").
These securities are held by Blackstone Family Investment Partnership V L.P. ( "Family").
These securities are held by Blackstone Family Investment Partnership V-SMD L.P. ( "Family-SMD").
These securities are held by Blackstone Participation Partnership V L.P. ("Participation").
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.
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").
These securities are held by Blackstone Capital Partners (Cayman) V-A L.P ("BCP V Cayman-A") through its holdings of Blackstone Pinnacle Holdings.
These securities are held by Blackstone Capital Partners (Cayman) V-AC L.P ("BCP V-AC Cayman") through its holdings of Blackstone Pinnacle Holdings.
These securities are held by Blackstone Family Investment Partnership (Cayman) V L.P ("Family Cayman") through its holdings of Blackstone Pinnacle Holdings.
These securities are held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P ("Family Cayman SMD") through its holdings of Blackstone Pinnacle Holdings.
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.
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.
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.
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.
Due to the limitations of the Securities and Exchange Commission's EDGAR system, BCP V Cayman, BCP V Cayman-A, BCP V-AC Cayman, Family Cayman, Family Cayman SMD, Participation Cayman, Blackstone Management Associates (Cayman) V, L.P., Blackstone Pinnacle Holdings, 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.