BLUE BUFFALO PET PRODUCTS, INC.
INSIDER TRADING POLICY
Effective date: March 3, 2016
It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, non-public information (defined below). It is also illegal to communicate (i.e., to “tip”) material, non-public information to others so that they may trade in securities on the basis of that information. These illegal activities are commonly referred to as “insider trading.”
In the course of your employment or service with Blue Buffalo Pet Products, Inc. and its subsidiaries (the “Company”) you may become aware of material, non-public information about the Company or other companies with which the Company does business. This Insider Trading Policy (the “Policy”) is applicable to all Directors, officers and other employees and prohibits trading or tipping others to trade when aware of material, non-public information or during certain blackout periods as further described below.
Rule 10b-5 under the Securities and Exchange Act of 1934, in conjunction with Rule 10b5-1, specifically addresses insider trading. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (the “SEC”) and the Office of the Attorney General of the United States.
Penalties for insider trading violations include civil fines of up to three times the profit gain or the loss avoided by the trading, criminal fines of up to $5 million, and imprisonment for up to 20 years. There may also be civil liability to those damaged by the trading.
While the regulatory authorities concentrate their efforts on the individuals who trade or who tip inside information to others who trade, the Federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by the violator. “Controlling persons” includes employers (i.e., the Company), its Directors, officers and managerial and supervisory personnel. The concept is broader than what would normally be encompassed by a reporting chain. Individuals may be considered “controlling persons” with respect to any other individual whose behavior they have the power to influence. Liability can be imposed only if two conditions are met. First, it must be shown that the “controlling
person” knew or recklessly disregarded the fact that a violation was likely. Second, it must be shown that the “controlling person” failed to take appropriate steps to prevent the violation from occurring. For this reason, the Company’s supervisory personnel are directed to take appropriate steps to ensure that those they supervise, understand and comply with the requirements set forth in this Policy.
The failure of any Director, officer or other employee to comply with this Policy may subject him or her to sanctions by the Company, including dismissal for cause, whether or not the failure to comply results in a violation of law.
The Company has adopted this Policy to protect both you and the Company against claims of insider trading and the severe consequences associated with the violations of the insider trading laws. This Policy is also intended to prevent improper conduct on the part of anyone employed by or associated with the Company, and to stipulate when Directors, officers and other employees may trade in the Company’s securities.
The matters set forth in this Policy are guidelines only and are not intended to replace your responsibility to understand and comply with the legal prohibition on insider trading. Appropriate judgment should be exercised in connection with all securities trading.
Material, Non-public Information. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold or sell securities. Any information that could be expected to affect the Company’s stock price, positively or negatively, could be considered material. In addition, it should be emphasized that material information does not have to relate to a company’s business.
Information about the contents of a forthcoming publication in the financial press that is expected to affect the market price of a security, for instance, could well be material. Employees should assume that information that would affect their consideration of whether to trade, or which might tend to influence the price of the security, is material.
Information is considered non-public if the information has not been broadly disseminated to the public for a sufficient enough period to be reflected in the price of the security. As a general rule, information should not be considered fully absorbed by the marketplace until after the first full Market Day (as defined below)following an announcement or disclosure through a press release or through a filing with the SEC. In addition, the information broadly disseminated must be some form of “official” announcement. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate. Market Day means the period beginning at the opening of the United States stock market on any given day and ending at the time the United States stock market closes on the same day.
Some examples of material, non-public information are:
A pending or proposed merger, acquisition or tender offer;
A pending or proposed acquisition or disposition of a significant asset, an investment or joint venture;
The development of a significant new product or process;
The gain or loss of a significant customer or supplier;
Significant legal, regulatory or legislative developments affecting the Company;
A change in directors or senior management;
A change in dividend policy or the declaration of a stock split;
An offering of additional securities;
Restructuring or layoffs;
The existence of liquidity problems or impending bankruptcy;
Financial information (i.e., projections of future earnings or losses, or other earnings guidance);
Changes in auditors; and
Earnings that are inconsistent with the consensus expectations of the investment community.
Information that something is likely to happen or even just that it may happen can be material. The SEC’s rules and regulations provide that the mere fact that a person is aware of the information is a bar to trading.
Insiders. According to court interpretation of Rule 10b-5, an “Insider” is any Director, officer or other employee of the Company who possesses knowledge of material, non-public information about the Company and who has a duty to the Company to keep this information confidential. In addition, family members and friends of Directors, officers or other employees, as well as professional advisors (i.e. accountants, attorneys, investment bankers and consultants), who receive material, non-public information about the Company may be considered “temporary insiders” of the Company.
Security or Securities. The term “security” or “securities” is defined very broadly by the securities laws and includes stock (common and preferred), stock options, warrants, bonds, notes, debentures, convertible instruments, put or call options (i.e., exchangetraded options), or other similar instruments.
Trade or Trading. The term “trade” or “trading” means broadly any purchase, sale or other transaction to acquire, transfer or dispose of securities, including market option exercises, gifts or other contributions, exercises of stock options granted under the Company’s stock plans, sales of stock acquired upon the exercise of options and trades made under an employee benefit plan such as a 401(k) plan.
Statement of Policy
It is the policy of the Company that no Director, officer or other employee of the Company who is aware of material, non-public information relating to the Company may, directly or through family members or other persons or entities, (a) pass that information on to others outside the Company, including family members and friends, (b) buy or sell securities of the Company (other than pursuant to a pre-approved trading plan complying with Rule 10b5-1), (c) engage in any other action to take personal advantage of that information, or (d) make buy or sell recommendations on the basis of such material, nonpublic information. In addition, it is the policy of the Company that no Director, officer or other employee of the Company who, in the course of working for the Company or through their relationship with the Company, learns of material, non-public information
about a company with which the Company conducts business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.
Transactions that may be necessary or that may appear justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempted from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to our high standards of conduct and ethical behavior.
Confidentiality and Disclosure of Material, Non-public Information. No Director, officer or other employee may disclose material, non-public information about the Company or comment on stock price movements or rumors of other corporate developments (including discussions in Internet chat rooms) unless authorized to do so by the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company. If you comment on stock price movements or rumors or disclose material, non-public information to a third party, you must contact the General Counsel immediately.
In addition, Directors, officers and employees must maintain the confidentiality of non-public information of the Company and its customers, suppliers and business partners in accordance with the Company’s policy concerning confidentiality as set forth in the Company’s Code of Ethics and Business Conduct.
Transactions by Family Members. This Policy also applies to your family members who reside with you, anyone else who lives in your household and any family members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control (such as relatives who consult with you before they trade in the Company’s securities). You are responsible for the transactions of these other persons, and, therefore, you should make them aware of the need to confer with you before they trade in the Company’s securities.
Transactions by Entities that You Influence or Control. This Policy also applies to any entities that you influence or control, including any corporations, partnerships or trusts, and transactions by these controlled entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. “Twenty-Twenty Hindsight.” Before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight after the occurrence of a negative event.
Quarterly Blackout Periods. The Company’s announcement of its quarterly and annual financial results has the potential to have a material effect on the market for the Company’s securities. Therefore, to avoid even the appearance of trading while aware of material, non-public information, all Directors, officers and employees of Blue Buffalo Pet Products Inc., Blue Buffalo Products, Inc., and Blue Buffalo Company, Ltd (“Blue Buffalo”), and all employees of subsidiaries of Blue Buffalo with a title of Director or above, their household and family members (as described above) and trusts, corporations and other entities controlled by any of such persons, are prohibited from trading in the Company’s securities during the period beginning twenty-one calendar days prior to the close of each of the Company’s fiscal quarters and fiscal year, and ending after the first full Market Day following the Company’s issuance of its quarterly or annual earnings release. Exceptions to this requirement are permitted only with respect to transactions set forth below in the section titled “Certain Exceptions” or by the written approval of the General Counsel pursuant to the section titled “Hardship Exceptions” below, but under no circumstances will an exception be made if the requesting employee is in possession of material, non-public information.
No Director, officer or other employee, however, may buy or sell Company securities, even during the quarterly window periods, if he or she is in possession of material, non-public information or has been notified by the Company of the imposition of an event-specific blackout period.
In order to assist Directors, officers and other employees in complying with this Policy, the Company will deliver an e-mail (or other communication) notifying all Directors, officers and employees subject to the quarterly blackout period when the quarterly blackout period will begin and when it ends. The Company’s delivery or nondelivery of these e-mails (or other communication) does not relieve any persons from their obligation to only trade in the Company’s securities in full compliance with this Policy.
Event-Specific Blackout Periods. In addition to the quarterly blackout periods, from time to time an event may occur that is material to the Company and is known only by some or all of the Company’s Directors, officers or other employees. If the Company declares an event-specific blackout period, a member of the Legal Department will notify the persons affected by the blackout as to when the blackout period begins and when it ends. The existence of an event-specific blackout period may not be announced other than to those who are aware of the event giving rise to the blackout period. As long as the event remains material and non-public, no person aware of the event or notified of the event-specific blackout period may trade in the Company's securities. Any person made aware of the existence of an event-specific blackout period should not disclose the existence of the blackout period to any other person. The failure of the General Counsel to designate a person as being subject to an event-specific blackout period will not relieve that person of the obligation not to trade while aware of material, non-public information. Hardship Exceptions. A person who is subject to a blackout period and who has an unexpected and urgent need to sell the Company’s stock in order to generate cash may, in appropriate circumstances, be permitted to sell the Company’s stock even during the blackout period. Hardship exceptions may be granted only by the General Counsel and must be requested at least two business days in advance of the proposed trade. A hardship exception may be granted only if the General Counsel concludes that the person requesting the exception is not in possession of material, non-public information. Hardship exceptions are granted infrequently and only in exceptional circumstances.
Stock Option Plans. This Policy applies to the exercise of an option to purchase stock if proceeds from the sale of Company stock are being used to pay the exercise price of such options in a so-called “cashless exercise.”
Hedging Transactions. Certain forms of hedging, such as zero-cost collars and forward sale contracts, allow a shareholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for appreciation in the stock. These transactions allow a person to continue to own the covered securities but without the full risks and rewards of ownership. When that occurs, he or she may no longer have the same objectives as the Company’s other shareholders. No Director, officer or employee of the Company may engage in hedging transactions of the Company’s stock.
Post-Termination Transactions. This Policy continues to apply to transactions in Company securities even after employment or service with the Company has ended. If a Director, officer or other employee is in possession of material, non-public information when employment or service terminates, the securities laws still prohibit trading in the Company’s securities until that information has become public or is no longer material.
Additional Transactions. The Company considers it inappropriate for any Director, officer or other employee of the Company to engage in speculative transactions in the Company’s securities, including:
Short Sales. A short sale is the sale of a security that one does not own but has borrowed in anticipation of making a profit by paying for it after its price has fallen. Short sales of the Company’s securities portray an expectation on the part of the seller that the securities will decline in value and could signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, such activities may put the personal gain of the seller in conflict with the best interests of the Company and its security holders. For these reasons, short sales of the Company’s securities are prohibited by this Policy.
Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and, therefore, creates the appearance that an Insider is trading based on inside information. Transactions in options also may focus the person’s attention on short-term performance rather than the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy.
Margin Accounts and Pledges. Directors, officers and other employees may not hold Company securities in a margin account or pledge Company securities as collateral for a loan without first, in the case of Directors and employees at the level of Senior Vice President or above, obtaining the express written approval of the Board of Directors of the Company who shall consider the recommendation of the Compensation Committee of the Board of Directors and act in accordance
with rules and guidelines adopted by the Board of Directors from time to time (the “Pledging Guidelines”) and in the case of all other employees without the express written approval of the Chief Executive Officer, the President, and the Chief Human Resources Officer acting in accordance with the Pledging Guidelines. Approval will only be granted in rare circumstances and such approval may be withheld for any reason. The Board of Directors or such executive officers, as applicable, may require the submission of any documents or additional information if deemed relevant to the requested transaction. Such transactions may be subject to certain collateral requirements as determined including a commitment that Company stock will not be sold until all other assets have been used to satisfy the collateral requirements.
Limit Orders. A limit order is a specific order that sets a specific period of time in which securities may be bought at or below a specific maximum price or to sell securities above or at a specific minimum price. Except for limit orders under approved Rule 10b5-1 Plans, as described below, the General Counsel must approve any transaction using a limit order for the Company’s securities. The General Counsel must approve the effective period and timing of any limit order in advance of such an order being placed. In general, limit orders that begin before, or extend after, the trading window guidelines discussed above will not be approved. Despite prior approval, a limit order must be canceled if the person later learns of material, non-public information before the execution of the trade.
Certain Exceptions. The foregoing restrictions on trading in the Company’s securities
do not apply to:
Transferring shares to an entity that does not involve a change in the beneficial ownership of the shares (for example, to an inter vivos trust of which you are the sole beneficiary during your lifetime).
The exercise of stock options for cash under our stock plans (including any netsettled stock option exercise); however, the sale of any such stock acquired upon such exercise, including as part of a cashless exercise of an option, is subject to this Policy (see above under “Stock Option Plans”).
The exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of restricted stock, shares underlying restricted stock units or shares subject to an option to satisfy tax withholding requirements.
Trades by Insiders that occur in connection with a registered primary or secondary underwritten offering of the Company.
The execution of transactions pursuant to a trading plan that complies with SEC Rule 10b5-1 and which has been approved by the Company.
10b5-1 Trading Plans. Any Director, officer or employee of the Company who wishes to implement, modify or terminate a trading plan under Rule 10b5-1 must first pre-clear any such action with the General Counsel. A Rule 10b5-1 trading plan can only be established when you do not possess material, non-public information. Therefore, a Director, officer or employee of the Company may enter into or modify a 10b5-1 trading plan only when he or she is not in a blackout period or otherwise not in possession of material, non-public information. A 10b5-1 trading plan is a pre-established plan that directs one’s broker to buy or sell securities according to pre-established parameters. In addition, the 10b5-1 trading plan must not permit the holder of the account to exercise any subsequent influence over how, when, or whether the purchases or sales are made. The Company reserves the right to withhold approval of any 10b5-1 trading plan that the Company determines is not consistent with the rules regarding such plans. Notwithstanding any approval of a 10b5-1 trading plan, the Company assumes no liability for the consequences of any transaction made pursuant to such plan.
Transactions effected pursuant to a pre-approved 10b5-1 trading plan will not require further approval at the time of the transaction if the plan complies with Rule 10b5-1 by specifying the dates, prices and amounts of the contemplated trades, or by establishing a formula for determining such dates, prices and amounts. However, the10b5-1 trading plan should be structured to avoid purchases or sales shortly before known announcements, such as quarterly or annual earnings announcements. Even though transactions executed in accordance with a properly formulated trading plan are exempt from the insider trading rules, the trades may nonetheless occur at times shortly before we announce material news, and the investing public and media may not understand the nuances of trading pursuant to a 10b5-1 trading plan. This could result in negative publicity for you and the Company if the SEC or the NASDAQ Stock Exchange were to investigate your trades.
Approval of a 10b5-1 trading plan by the General Counsel does not constitute legal advice to the requesting party. The rules regarding 10b5-1 trading plans are complex and you must fully comply with them. You should consult with your legal advisor before proceeding.
Any questions regarding this Policy or its application to any proposed transaction may be directed to the Company’s General Counsel. Ultimately, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual Director, officer, employee or other related parties that must comply with this Policy.
Any violation or perceived violation should be reported immediately to the General Counsel.
Legal Effect of this Policy
The Company’s Policy with respect to insider trading and the disclosure of confidential information, and the procedures that implement this Policy, are not intended to serve as precise recitations of the legal prohibitions against insider trading and tipping which are highly complex, fact specific and evolving. Certain of the procedures are designed to prevent even the appearance of impropriety and in some respects may be more restrictive than the securities laws. Therefore, these procedures are not intended to serve as a basis for establishing civil or criminal liability that would not otherwise exist.
All Directors, executive officers and other employees must certify their understanding of and agree to comply with this Policy by signing the Blue Buffalo Pet Products, Inc. Policy Certification, and returning it to Human Resources initially and annually thereafter. Amendment The Company may amend this Policy from time to time, and a copy of this Policy will be posted on the Company’s Intranet website.
INSIDER TRADING POLICY CERTIFICATION
I certify that I have read and will comply with the Blue Buffalo Pet Products, Inc. Insider Trading Policy as amended from time to time. I understand that the Company’s General Counsel is available to answer any questions I have regarding this Policy.