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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cohen Jason I C/O B&G FOODS, INC. 4 GATEHALL DRIVE PARSIPPANY, NJ 07054 |
EVP of Club Channel |
/s/ Scott E. Lerner as attorney-in-fact for Jason I. Cohen | 10/09/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On October 7, 2013, B&G Foods North America, Inc., a wholly owned subsidiary of the Issuer purchased all of the membership interests of Rickland Orchards LLC from Naturual Instincts LLC. A portion of the purchase price was paid by the issuance of 572,546 shares of common stock of the Issuer to Natural Instincts LLC. The Reporting Person is a member of the board of managers and a member of Natural Instincts LLC. As a result, the Reporting Person may be deemed to beneficially own the Issuer's securities held by Natural Instincts LLC. The Reporting Person disclaims such beneficial ownership, except to the extent of his pecuniary interest. On October 8, 2013, Natural Instincts LLC distributed all 572,546 shares to its members, including 67,900 shares to the Reporting Person. |
(2) | The number of shares of common stock issued to Natural Instincts LLC by the Issuer was determined based upon the closing price of the Issuer's common stock on October 4, 2013, which was $35.15 per share. See footnote 1 above. |