SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No.3)*
 
Pinnacle Foods Inc.

 
(Name of Issuer)
 
Common Stock

 
(Title of Class of Securities)
 
72348P104

(CUSIP Number)
 
December 31, 2018

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 Act or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))

	

CUSIP No. 72348P104	13G	Page 2 of 6	
 
1.	NAME OF REPORTING PERSONS	 	
 	 	 	
 	TIAA-CREF Investment Management, LLC	 	
 	 	 	
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o	
 	 	(b) o	
 	 	 	
3.	SEC USE ONLY	 	
 	 	 	
4.	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	
 	Delaware	 	
 
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
 
 	5.	SOLE VOTING POWER	0	
 	 	 	 	
 	6.	SHARED VOTING POWER	0	
 	 	 	 	
 	7.	SOLE DISPOSITIVE POWER	0	
 	 	 	 	
 	8.	SHARED DISPOSITIVE POWER	0	
 	 	 	 	
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	
0	
 	 	
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o	
 	 	
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	
 	 	
0%	
 	 	
12.	TYPE OF REPORTING PERSON	
 	 	
IA	

	

CUSIP No. 72348P104	13G	Page 3 of 6	
 
1.	NAME OF REPORTING PERSONS	 	
 	 	 	
 	Teachers Advisors, LLC	 	
 	 	 	
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o	
 	 	(b) o	
 	 	 	
3.	SEC USE ONLY	 	
 	 	 	
4.	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	
 	Delaware	 	
 
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
 
 	5.	SOLE VOTING POWER	0	
 	 	 	 	
 	6.	SHARED VOTING POWER	0	
 	 	 	 	
 	7.	SOLE DISPOSITIVE POWER	0	
 	 	 	 	
 	8.	SHARED DISPOSITIVE POWER	0	
 	 	 	 	
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	
0	
 	 	
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o	
 	 	
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	
 	 	
0%	
 	 	
12.	TYPE OF REPORTING PERSON	
 	 	
IA	

	

CUSIP No. 72348P104	13G	Page 4 of 6	
 	 	 	
Item 1(a).	NAME OF ISSUER:	
 
 	Pinnacle Foods Inc.	
 
Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:	
 
 	399 Jefferson Road
Parsippany, NJ 07054	
 
Items 2(a)-2(c).	NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:	
 	 	
 	TIAA-CREF Investment Management, LLC (“Investment Management”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
 
Teachers Advisors, LLC (“Advisors”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware	
 
Item 2(d).	TITLE OF CLASS OF SECURITIES:	
 
 	Common Stock	
 
Item 2(e).	CUSIP NUMBER:	72348P104	
 
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:	
 
Investment Management
 
(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.	
 	 	 	
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.	
 	 	 	
(c)	o	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.	
 	 	 	
(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940.	
 	 	 	
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  	
 	 	 	
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).	
 	 	 	
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).	
 	 	 	
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.	
 	 	 	
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.	
 	 	 	
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).	

	

CUSIP No. 72348P104	13G	Page 5 of 6	
 	 	 	
Advisors
     
(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.	
 	 	 	
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.	
 	 	 	
(c)	o	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.	
 	 	 	
(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940.	
 	 	 	
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).  	
 	 	 	
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).	
 	 	 	
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).	
 	 	 	
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.	
 	 	 	
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.	
 	 	 	
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).	
 
If this statement is filed pursuant to Rule 13d-1(c), check this box.   o
 
Item 4.	OWNERSHIP	
 
 	(a)  Aggregate amount beneficially owned:	0	
 	 	 	
 	(b)  Percent of class:	0%	
 	 	 	
 	(c)  Number of shares as to which person has:	
 
 	Investment Management	Advisors	
 	 	 	
Sole Voting Power:	0	0	
 	 	 	
Shared Voting Power:	0	0	
 	 	 	
Sole Dispositive Power:	0	0	
 	 	 	
Shared Dispositive Power:	0	0	
 
Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.	
 	 	
 	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .	

	

CUSIP No. 72348P104	13G	Page 6 of 6	
 	 	 	
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.	
 	 	
 	Not Applicable	
 	 	
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.	
 	 	
 	Not Applicable	
 	 	
Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.	
 	 	
 	Not Applicable	
 	 	
Item 9.	NOTICE OF DISSOLUTION OF GROUP.	
 	 	
 	Not Applicable	
 	 	
Item 10.	CERTIFICATIONS.	
 	 	
 	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with nomination under §240.14a-11	
 	 	
 	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.	
 	 	
 	Date:  February 14, 2019	
 
 	TIAA-CREF INVESTMENT MANAGEMENT, LLC	
 	 	
 	By:   /s/ Stuart R. Brunet	
 	Stuart Brunet, Managing Director	
 	Chief Compliance Officer	
 	 	
 	TEACHERS ADVISORS, LLC	
 	 	
 	By:   /s/ Stuart R. Brunet	
 	Stuart Brunet, Managing Director	
 	Chief Compliance Officer