Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DeNooyer Mary Beth
   2. Issuer Name and Ticker or Trading Symbol
PINNACLE FOODS INC. [PF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief HR Officer
(Last)
(First)
(Middle)
C/O PINNACLE FOODS INC., 399 JEFFERSON ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/05/2017
(Street)

PARSIPPANY, NJ 07054-3707		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 04/05/2017   M(1)   14,660 A $ 0 (2) 14,660 D  
Common Stock, par value $0.01 04/05/2017   F(3)   6,196 D $ 57.87 (4) 8,464 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (2) 04/05/2017   M     14,660 04/05/2017 04/05/2017 Common Stock, par value $0.01 14,660 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DeNooyer Mary Beth
C/O PINNACLE FOODS INC.
399 JEFFERSON ROAD
PARSIPPANY, NJ 07054-3707		       EVP, Chief HR Officer  

Signatures

 /s/ Uche Ndumele, by Power of Attorney   04/07/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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 April 1, 2014 the Reporting Person was awarded 7,330 target performance share units ("PSUs") with a three-year performance period ending March 31, 2017 pursuant to the Pinnacle Foods Inc. (the "Company") 2013 Omnibus Incentive Plan. On April 5, 2017, the Compensation Committee of the Board of Directors approved a payout of 200% of the target PSUs under the performance standards set in 2014, based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning April 1, 2014 and ending March 31, 2017. On April 5, 2017, the Reporting Person acquired 14,660 shares of the Company's common stock ("shares") upon the vesting of the PSUs.
(2) Each PSU represents a contingent right to receive one share. The Reporting Person received one share for each PSU that vested.
(3) 6,196 shares were withheld automatically in order to satisfy the tax liability that arose upon vesting of the PSUs.
(4) Reflects the closing price of the shares on March 31, 2017.

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