SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEIGHTON JAMES

(Last)

(First)

(Middle)

115 WEST CENTURY ROAD, SUITE 260

(Street)

PARAMUS

07652

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOULDER BRANDS, INC. [ BDBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2013

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/05/2013		F		583⁽¹⁾	D	$15.24	41,697⁽²⁾⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Upon the vesting of 1,250 restricted stock units ("RSUs") granted to the Reporting Person on December 5, 2011 and previously reported in Table II of the Reporting Person's Form 4 filed on December 6, 2011, a portion of the shares acquired by the Reporting Person were withheld by Boulder Brands, Inc. (the "Company") in order to satisfy tax withholding obligations in connection with the settlement of the RSUs. Each RSU was granted under the Second Amended and Restated Stock and Awards Plan of the Company and represented a right to receive one share of common stock of the Company.

2. Includes (a) 25,000 shares of common stock of the Company acquired upon the vesting of RSUs granted to the Reporting Person on September 28, 2011 and previously reported in Table II of the Reporting Person's Form 4 filed on September 30, 2011, (b) 1,917 shares of common stock of the Company acquired upon the vesting of RSUs granted to the Reporting Person on December 5, 2011 and previously reported in Table II of the Reporting Person's Form 4 filed on December 6, 2011 (to be continued on footnote 3)

3. (c) 2,500 unvested RSUs that were granted to the reporting person on December 5, 2011 and previously reported in Table II of the Reporting Person's Form 4 filed on December 6, 2011, (d) 2,500 shares of common stock of the Company acquired upon the vesting of RSUs granted to the Reporting Person on June 28, 2012 and previously reported in Table II of the Reporting Person's Form 4 filed on June 29, 2012 and (e) 7,500 unvested RSUs that were granted to the reporting person on June 28, 2012 and previously reported in Table II of the Reporting Person's Form 4 filed on June 29, 2012. The Reporting Person has elected to report his ownership of these unvested RSUs in Table I of his Form 4 filings.

	/s/ Jessica Morgan, Attorney-in-Fact	12/09/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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