Item 8.01 Other Events

On November 30, 2012, John M. Foraker, Chief Executive Officer of Annie's, Inc. ("Annie's" or the "Company"), adopted a stock trading plan (the "10b5-1 Plan"). The 10b5-1 Plan has been adopted in accordance with guidelines specified by Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.

Rule 10b5-1 permits corporate officers, directors and others to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may gradually diversify their investment portfolios and spread stock trades over a period of time regardless of any material, non-public information they may receive after adopting their plans. In accordance with the 10b5-1 rules, Mr. Foraker will have no discretion over the sales of his shares of common stock under the plan.

Under the 10b5-1 Plan, up to 74,364 stock options (the "Stock Options") to purchase shares of Annie's common stock will be exercised and the underlying shares will be sold into the marketplace, subject to satisfaction of certain conditions. It is expected that sales under the 10b5-1 Plan will commence on December 31, 2012 and would be completed by December 31, 2013. Under the 10b5-1 Plan shares would be sold in near-equal monthly installments.

The Stock Options were originally granted in 2009 as two separate grants, each consisting of 37,182 Stock Options. The Stock Options have an exercise price of $8.88 per share of common stock. The first grant of Stock Options fully vested in 2010 and the second grant of Stock Options fully vested in 2012. The Stock Options will expire in September 2014.

If fully exercised, the planned sales would represent approximately 16% of Mr. Foraker's current holdings of 465,741 stock options, and he will retain 391,377 stock options after execution of the 10b5-1 Plan. The 10b5-1 Plan will allow Mr. Foraker to diversify a modest portion of his portfolio before the Stock Options expire and support his long-term financial planning. He will continue to hold a substantial position in Annie's during and after the 10b5-1 Plan, and the overwhelming majority of his net worth will remain associated with Annie's stock.

Any transactions under the 10b5-1 Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission when due. Except as may be required by law, Annie's does not undertake to report stock trading plans by other officers or directors of the Company, or to report modifications or terminations of any such plans.

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