UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Date TOof report ~~SECTION~~(Date 13of ORearliest ~~15(d~~event reported): OFJune 16, ~~THE~~2015

~~SECURITIES~~H. ~~EXCHANGE~~J. ~~ACT~~Heinz Corporation OFII ~~1934~~

~~Date~~(Exact Name of ~~Report~~Registrant ~~(Date~~as ofSpecified ~~Earliest~~in ~~Event~~Its ~~Reported~~Charter): ~~May 8, 2015~~

H. J. HEINZ CORPORATION II


Delaware	333-194441-12	46-2246679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One PPG Place, Suite 3100 Pittsburgh, Pennsylvania (Address of Principal Executive Offices)		15222 (Zip Code)

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified~~code: in(412) ~~its~~456-5700 ~~charter)~~

333-194441

(Commission File Number)

Delaware		46-2246679
(State of Incorporation)		(I.R.S. Employer Identification No.)
One PPG Place		15222
Pittsburgh, Pennsylvania		(Zip Code)
(Address of principal executive offices)

412-456-5700

(Registrant’s telephone number)

Not Applicable

(Former Name ~~name~~ or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 27.0201. ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

On ~~May~~June 816, 2015, ~~the~~H. ~~Company~~J. ~~issued~~Heinz aCorporation ~~press~~II ~~release~~(“Heinz”) disclosed ~~announcing~~its ~~results~~Adjusted ~~for~~EBITDA ~~the~~information ~~first~~in ~~quarter~~presentations ~~ended~~made ~~March~~to ~~29,~~certain ~~2015~~potential investors. AThis ~~copy~~Adjusted EBITDA information, including a reconciliation of the ~~press~~Adjusted ~~release~~EBITDA measure to the most directly comparable U.S. GAAP financial measure, is furnished ~~herewith~~ as Exhibit 99.1 to this Current Report on Form 8-K. Heinz also disclosed that it incurred capital expenditures of $399 million for the twelve months ended December 28, 2012 and incurred one-time capital expenditures related to footprint optimization of $147 million for the twelve months ended December 28, 2014.

Item 9.01. Financial Statements and Exhibits.

(d)	The following exhibit is furnished with this Current Report on Form 8-K.

Exhibit Number	Description of Exhibit
ExhibitNo.		Description
99.1	~~H. J. Heinz Corporation II Press Release, dated May 8, 2015.~~	Heinz Adjusted EBITDA information, dated June 16, 2015.

~~SIGNATURE~~SIGNATURES

~~Pursuant~~The toregistrant ~~the requirements of the Securities Exchange Act of 1934, the Registrant~~ has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

H. J. HEINZ CORPORATION II (Registrant) By: /s/ Paulo Basilio Paulo Basilio Chief Financial Officer

Dated: May 8, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	H. J. Heinz Corporation II Press Release, dated May 8, 2015.

Date: June 16, 2015

H. J. HEINZ CORPORATION II

/s/ Paulo Basilio

Paulo Basilio

Chief Financial Officer

Filing Compare · H. J. Heinz Corp II