BLUE BUFFALO PET PRODUCTS, INC.
Effective date: July 22, 2015
Blue Buffalo Pet Products, Inc., and its subsidiaries, (the “Company”) has approved an Insider Trading Policy relating to transactions in Company securities by all of the Company’s Directors, executive officers and other employees. This Pre-Clearance Policy describes additional procedures (the “Pre-Clearance Procedures”) that apply to all (i) Directors and executive officers (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) family members who reside with Directors and executive officers, anyone else who lives in a Director’s or executive officer’s household and any family members who do not live in a Director’s or executive officer’s household but whose transactions in the Company’s securities are directed by such Director or executive officer or are subject to such Director’s or executive officer’s influence or control, (iii) trusts, corporations and other entities controlled by Directors and executive officers and (iv) other persons who are informed by the Company’s General Counsel that they are subject to the Company’s Pre-Clearance Procedures, their household and family members (as described above) and trusts, corporations and other entities controlled by any of such persons (each a “Company Insider”).
The Pre-Clearance Procedures have been established to:
Help prevent violations of the Federal securities laws and to avoid both the trading and the appearance of trading on inside information;
Assist Directors and executive officers in complying with their filing obligations pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); and
Help Directors and executive officers avoid inadvertent “short-swing” (i.e., six months) profit liability.
No Company Insider may engage in any transaction in the Company’s securities (including hedging transactions, transactions in derivative securities, gifts, contributions to a trust or similar transfers, loans, pledges and any exercise of an option (whether cashless or otherwise)) at any time without first obtaining pre-clearance of the transaction from the General Counsel. A request for pre-clearance should be submitted to the General Counsel at least two business days in advance of the proposed transaction (two weeks in the case of using shares as collateral for a loan). If the General Counsel is not available, or in the case of a request made by the General
Counsel, such requests should be submitted to the Chief Financial Officer. Any pre-clearance to transact in Company securities given under this policy will only be effective for two business days following the authorization or such shorter period as set forth in the pre-clearance. Another request for pre-clearance must be made for any transaction put in place later than the second business day or such shorter period as set forth in the pre-clearance. The General Counsel may revoke any approval previously granted if she or he subsequently determines that a Director or executive officer is in possession of material, non-public information about the Company or such transaction would result in a violation of law. If the transaction is not pre-cleared or pre-clearance for such transaction has been revoked, then the proposed transaction may not be conducted.
The General Counsel shall have the authority to prescribe the procedures and documentation required to implement this Pre-Clearance Policy.
10b5-1 Trading Plans
Any Company Insider who wishes to implement, modify or terminate a 10b5-1 trading plan under Rule 10b5-1 must comply with all the requirements with respect to such plans set forth in the Company’s Insider Trading Policy, including the requirement to first pre-clear any such action with the General Counsel.
In addition, as described below under “Short-Swing Profit Transactions,” if you are a
Director or executive officer subject to Section 16 of the Exchange Act, and the rules thereunder (a “Section 16 Person”), 10b5-1 trading plans require special care. Because in a 10b5-1 trading plan you can specify conditions that trigger a purchase or sale, you may not even be aware that a transaction has taken place and you may not be able to comply with the SEC’s requirement that you report your transaction to the SEC within two business days after its execution. Therefore, for Section 16 Persons, a transaction executed according to a 10b5-1 trading plan is not permitted unless the 10b5-1 trading plan requires your broker to notify the Company no later than the close of business on the day after the execution of the transaction.
Short-Swing Profit Transactions
As described in the Company’s Insider Trading Policy, the Company considers it improper and inappropriate for any Company Insider or any other Company employee to engage in speculative transactions in the Company’s securities. The Company expects each Section 16 Person to monitor his or her own compliance with such rules and to avoid recognizing short-swing profits.
The rules under Section 16 are complex, and Section 16 Persons should consult with the General Counsel prior to trading in the Company’s securities in order to maintain compliance with those rules. In general, however, Section 16 prohibits short sales (i.e., a sale of stock that is not owned by the seller or a sale of stock where the seller does not deliver the stock within 20 days or deposit the stock in the mail within five days of the sale) by Section 16 Persons. Section 16 also discourages Section 16 Persons from engaging in short-term trading of the Company’s securities because such short-term trading may focus Company Insiders on the Company’s short-
term stock market performance instead of the Company’s long-term business objectives. Section 16 provides that a Section 16 Person must forfeit to the Company any profits made on short-term transactions in the Company’s securities.
A trade will be considered short-term if a Section 16 Person buys or sells a Company security and offsets that transaction within six months of the original transaction date. For example, a short-term trade would occur if a person buys shares in January and then sells shares before June, or conversely, the person sells shares in January and then buys shares before June. With limited exceptions, any such matched transactions within a six-month window that give rise to profits will be subject to forfeiture to the Company. Any shareholder of the Company, including members of the public, may insist on the Company’s right to enforce such forfeiture.
Broker Requirements for Section 16 Persons
The timely reporting of transactions requires tight interface with brokers handling transactions for Directors and executive officers. A knowledgeable, alert broker can also serve as a gatekeeper, helping to ensure compliance with the Pre-Clearance Procedures and helping prevent inadvertent violations. Therefore, in order to facilitate timely compliance by the Directors and executive officers of the Company with the requirements of Section 16 of the Exchange Act, brokers of Section 16 Persons need to comply with the following requirements:
Not to enter any order (except for orders under pre-approved Rule 10b5-1 plans) without first verifying with the Company that your transaction was pre-cleared and complying with the brokerage firm’s compliance procedures (e.g., Rule 144), and
To report no later than the close of business on the day after the execution of the transaction to the Company by telephone and in writing via e-mail to the complete (i.e., date, type of transaction, number of shares and price) details of every transaction involving the Company’s stock, including gifts, transfers, pledges and all
Because it is the legal obligation of the trading person to cause this filing to be made, you are strongly encouraged to confirm following any transaction that your broker has immediately telephoned and e-mailed the required information to the Company.
A Company Insider who is aware of material, non-public information when his or her service as a Company Insider ends, may not trade in the Company’s securities until that information has become public or is no longer material. In addition to the foregoing, unless notified otherwise by the Company, the Pre-Clearance Procedures set forth in this document will continue to apply to Section 16 Persons for six months after the termination of their status as Section 16 Persons.
Any questions regarding this Pre-Clearance Policy or its application to any proposed
transaction should be directed to the Company’s General Counsel.
All Company Insiders must certify their understanding of and agreement to comply with this Pre-Clearance Policy by signing the attached Certification and returning it to Human Resources initially and annually thereafter.
The Company may amend this Pre-Clearance Policy from time to time, and a copy of this
Pre-Clearance Policy shall be posted on the Company’s intranet website.
PRE-CLEARANCE POLICY CERTIFICATION
I certify that I have read and will comply with the Blue Buffalo Pet Products, Inc. Pre-Clearance 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.