| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| C/O B&G FOODS, INC. |
| FOUR GATEHALL DRIVE |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
03/11/2019
|
3. Issuer Name
and
Ticker or Trading Symbol
B&G Foods, Inc.
[
BGS
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| EVP & Chief Customer Officer |
|
5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|
Common Stock
|
0
|
D
|
|
|
Common Stock
|
15
|
I
|
By husband
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
| Exhibit List: Exhibit 24.1 Power of Attorney |
|
/s/ Scott E. Lerner, as attorney-in-fact for Ellen M. Schum |
03/15/2019 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
Exhibit 24.1
Limited Power of Attorney for Section 16 Reporting Obligations
Know all by these presents, that the undersigned
hereby makes, constitutes and appoints Scott E. Lerner,
Bruce C. Wacha, Guy Chayoun and Michele L. Misher, and each of them
acting individually without the other, as the undersigned's true and
lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file
Forms 3, 4, and 5 (including any amendments thereto) with respect
to the securities issued by B&G Foods, Inc., a Delaware
corporation (the "Company"), with the United States Securities
and Exchange Commission, any national securities exchange and the
Company, as considered necessary or advisable under Section 16(a)
of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time
(the "Exchange Act");
(2) seek or obtain, as the undersigned's
representative and on the undersigned's behalf, information on
transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and
trustees, and the undersigned hereby authorizes any such person
to release any such information to the undersigned and approves
and ratifies any such release of information; and
(3) perform any and all other acts which in
the discretion of such attorney(s)-in-fact are necessary or desirable
for and on behalf of the undersigned in connection with the foregoing,
including, without limitation, preparing, executing, acknowledging,
delivering and filing in the undersigned's name and on the
undersigned's behalf, and submitting to the SEC a Form ID, including
amendments thereto, and any other documents necessary or
appropriate to obtain and renew codes and passwords enabling the
undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Exchange Act.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not
require, such attorneys-in-fact to act in their discretion on
information provided to such attorneys-in-fact without
independent verification of such information;
(2) any documents prepared and/or executed by such
attorneys-in-fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such
information and disclosure as such attorneys-in-fact, in his, her
or their discretion, deem necessary or desirable;
(3) neither the Company nor such attorneys-in-fact
assume (i) any liability for the undersigned's responsibility to
comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and
(4) this Power of Attorney does not relieve the
undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including
without limitation the reporting requirements under Section 16 of
the Exchange Act.
The undersigned hereby gives and grants the foregoing
attorneys-in-fact, and each of them acting individually without
the other, full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that such attorneys-in-
fact of, for and on behalf of the undersigned, shall lawfully do
or cause to be done by virtue of this Power of Attorney.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 5th day of March 2019.
/s/ Ellen M. Schum
______________________________
Ellen M. Schum
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