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Blackstone Inc. Director's Dealing 2013

Mar 27, 2013

29782_dirs_2013-03-27_4ab815cd-fc33-409c-884f-8c82bab8ca2f.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Pinnacle Foods Inc. (PF)
CIK: 0001564822
Period of Report: 2013-03-27

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: BMA V L.L.C. (10% Owner)
Reporting Person: BCP V Side-by-Side GP L.L.C. (10% Owner)
Reporting Person: BLACKSTONE FAMILY GP LLC (10% Owner)
Reporting Person: BCP V GP L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 44445073 Indirect
Common Stock 2627010 Indirect
Common Stock 286787 Indirect
Common Stock 1388957 Indirect
Common Stock 107473 Indirect
Common Stock 14910958 Indirect
Common Stock 12989374 Indirect
Common Stock 1649101 Indirect
Common Stock 403079 Indirect
Common Stock 663719 Indirect
Common Stock 52619 Indirect

Footnotes

F1: These shares represent shares of common stock, par value $0.01 per share ("Common Stock") of Pinnacle Foods Inc. (the "Issuer") that are directly held by Peak Holdings LLC ("Peak"). It is expected that Peak will be dissolved upon the completion of the initial public offering of the Issuer, at which point these shares of Common Stock will be held directly by the Blackstone Funds (as defined below).

F2: These securities are held by Blackstone Capital Partners V L.P. ("BCP V") through its holdings of Peak.

F3: These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC") through its holdings of Peak.

F4: These securities are held by Blackstone Family Investment Partnership V L.P. ( "Family") through its holdings of Peak.

F5: These securities are held by Blackstone Family Investment Partnership V-SMD L.P. ( "Family-SMD") through its holdings of Peak.

F6: These securities are held by Blackstone Participation Partnership V L.P. ("Participation") through its holdings of Peak.

F7: 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.

F8: These securities are held by Blackstone Capital Partners (Cayman) V L.P ("BCP V Cayman") through its holdings of Peak.

F9: These securities are held by Blackstone Capital Partners (Cayman) V- A L.P ("BCP V Cayman-A") through its holdings of Peak.

F10: These securities are held by Blackstone Capital Partners (Cayman) V- AC L.P ("BCP V-AC Cayman") through its holdings of Peak.

F11: These securities are held by Blackstone Family Investment Partnership (Cayman) V L.P ("Family Cayman") through its holdings of Peak.

F12: These securities are held by Blackstone Family Investment Partnership (Cayman) V- SMD L.P ("Family Cayman SMD") through its holdings of Peak.

F13: 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 and Family Cayman SMD, the "Blackstone Funds") through its holdings of Peak.

F14: 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.

F15: 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.

F16: 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.

F17: Due to the limitations of the Securities and Exchange Commission's EDGAR system, Peak, 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, Participation Cayman, Blackstone Management Associates (Cayman) V, L.P. and Blackstone Management Associates V L.L.C. have filed separate Form 3s.