Blackstone Inc. — Director's Dealing 2015

Mar 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pinnacle Foods Inc. (PF)
CIK: 0001564822
Period of Report: 2015-03-13

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-13	Common Stock	S	7949700	$37.07	Disposed	2794438	Indirect
2015-03-13	Common Stock	S	469883	$37.07	Disposed	165171	Indirect
2015-03-13	Common Stock	S	51298	$37.07	Disposed	18032	Indirect
2015-03-13	Common Stock	S	248436	$37.07	Disposed	87329	Indirect
2015-03-13	Common Stock	S	19225	$37.07	Disposed	6758	Indirect
2015-03-13	Common Stock	S	2667062	$37.07	Disposed	937511	Indirect
2015-03-13	Common Stock	S	2323352	$37.07	Disposed	816693	Indirect
2015-03-13	Common Stock	S	294969	$37.07	Disposed	103686	Indirect
2015-03-13	Common Stock	S	72095	$37.07	Disposed	25343	Indirect
2015-03-13	Common Stock	S	118716	$37.07	Disposed	41731	Indirect
2015-03-13	Common Stock	S	9409	$37.07	Disposed	3308	Indirect

Footnotes

F1: This amount represents the $37.07 secondary public offering price per share of the Issuer's common stock received by the Blackstone Funds (as defined below) in connection with an underwritten secondary block trade which closed on March 13, 2015.

F2: These securities are held by Blackstone Capital Partners V L.P. ("BCP V").

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

F4: These securities are held by Blackstone Family Investment Partnership V L.P. ( "Family").

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

F6: These securities are held by Blackstone Participation Partnership V L.P. ("Participation").

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 BCPV Pinnacle Holdings LLC ("Blackstone Pinnacle Holdings").

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

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

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

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

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, 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.

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, 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., Blackstone Pinnacle Holdings and Blackstone Management Associates V L.L.C. have filed separate Form 4s.