LNCE Snyders-Lance, Inc. (delisted)

Explanatory Note: This statement amends Items 3, 4, 5 and 6 of the Schedule 13D of Charles E. Good (the “reporting person”) dated December 16, 2010, as amended by Amendment No. 1 thereto dated January 11, 2011, Amendment No. 2 thereto dated September 8, 2011, Amendment 3 thereto dated November 28, 2011, Amendment No. 4 thereto dated September 18, 2012 and Amendment No. 5 thereto dated December 18, 2017 (as so amended, the “Schedule 13D”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

This Amendment No. 6 is the reporting person’s final amendment to the Schedule 13D and constitutes an exit filing.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended to add the following:

The reporting person’s resignation on January 25, 2018 l as trustee of the Warehime 2017 GRAT #1 for the benefit of Patricia A. Warehime, Katherine A. Mininger, Susan A. Rupp and Elizabeth A. Warehime (the “2017 GRAT”) and the distribution from the Warehime 2016 GRAT #1 for the benefit of Patricia A. Warehime, Katherine A. Mininger and Susan A. Rupp (the “2016 GRAT”) did not involve payment by the reporting person of any form of consideration. 

Item 4. Purpose of Transaction.

Item 4 is amended to add the following:

On March 26, 2018 (the “Closing Date”), pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Campbell and Merger Sub ceasing to exist following the Merger. Pursuant to the terms of the Merger Agreement, each share of Common Stock issued and outstanding as of immediately prior to the effective time (other than shares held by Campbell, Merger Sub, the Issuer (including shares held in treasury) or their respective subsidiaries) was converted into the right to receive an amount in cash equal to the Per Share Amount and was cancelled and ceased to exist.

As a result, on the Closing Date, the shares of Common Stock of the Issuer beneficially owned by the reporting person were converted into the right to receive $50.00 in cash per share of Common Stock, and the reporting person ceased to be the beneficial owner of any shares of the Issuer’s Common Stock.

In connection with the closing of the Merger, the Issuer’s Common Stock that previously traded under the stock symbol "LNCE", ceased trading on, and is being delisted from, the NASDAQ Global Market.

In connection with the Merger, each member of the Board of Directors of the Issuer (the "Issuer Board") resigned from the Issuer Board, including any committee thereof, and the board of directors of Merger Sub immediately prior to the effective time of the Merger became the board of directors of the Issuer.

On the Closing Date, the Voting Agreement was terminated in accordance with its terms.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated in its entirety as follows:

(a) Amount of Beneficial Ownership.

Upon consummation of the transactions contemplated by the Merger Agreement on the Closing Date, the reporting person ceased to be the beneficial owner of any shares of the Issuer’s Common Stock.

(b) Nature of Beneficial Ownership.

Upon consummation of the transactions contemplated by the Merger Agreement on the Closing Date, as described in Item 4 above, the reporting person ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock of the Issuer.

(c) Recent Transactions.

The following is a summary of the transactions effected in shares of Common Stock during the past sixty days by the reporting person and prior to the effective time of the Merger:

On March 8, 2018, the 2016 GRAT distributed 1,126,371 shares of Common Stock to the Patricia A. Warehime Revocable Deed of Trust. These shares were distributed for no consideration as an annuity pursuant to the terms of the 2016 GRAT.

(d) Certain Rights to Receive Dividends or Direct Sale Proceeds.

None.

(e) Ownership of Five Percent or Less of Class.

The reporting person ceased to be a beneficial owner of five percent or more of the Issuer’s Common Stock on the Closing Date.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and restated in its entirety as follows:

On the Closing Date, the Voting Agreement was terminated according to its terms.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.