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Filed Pursuant to Rule 424(b)(7)

Registration No. 333-191624

PROSPECTUS SUPPLEMENT NO. 1

(To prospectus dated October 8, 2013)

572,546 Shares of Common Stock

This prospectus supplement supplements information contained in the prospectus dated October 8, 2013 (the “base prospectus” and, as amended or supplemented, the “prospectus”), relating to the offer and resale of up to 572,546 shares of common stock of B&G Foods, Inc. by Natural Instincts LLC, the selling stockholder listed in the base prospectus.  The shares were delivered to Natural Instincts LLC on October 7, 2013 in connection with the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC, as described in the base prospectus.  On October 8, 2013, Natural Instincts LLC distributed 572,546 shares of common stock being offered under the base prospectus to its members, the selling stockholders listed in this prospectus supplement.

No additional shares are being registered in connection with this prospectus supplement.  This prospectus supplement should be read in conjunction with, and is qualified by reference to, the base prospectus and any other prospectus supplement or amendment thereto and all information incorporated by reference therein, except to the extent that the information in this prospectus supplement modifies or supersedes any information in the base prospectus or any other prospectus supplement or amendment thereto.

Our common stock is traded on the New York Stock Exchange under the symbol “BGS.” On October 8, 2013, the closing price of one share of our common stock was $35.30.

Investing in our common stock involves a high degree of risk which is described in the “Risk Factors” section beginning on page 4 of the base prospectus. We urge you to carefully read the “Risk Factors” section before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 9, 2013.

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EXPLANATORY NOTE

The information appearing under the headings “Use of Proceeds”, “Selling Stockholder” and “Plan of Distribution” of the base prospectus, is revised and replaced in its entirety by the information below.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the account of the selling stockholders. We will not receive any of the proceeds from the sale of these shares but we will incur expenses in connection with this offering. We will pay all expenses of the registration and qualification of the shares of common stock other than selling commissions and fees and stock transfer taxes. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions.

SELLING STOCKHOLDERS

This prospectus relates to the resale of shares of our common stock by the selling stockholders identified below in the table. The selling stockholders may dispose of all, some or none of their shares in this offering. See “Plan of Distribution” for more information.

Acquisition of our Common Stock by the Selling Stockholders

The 572,546 shares of common stock offered for resale under this prospectus were issued by us to Natural Instincts LLC, in connection with our acquisition of all of the issued and outstanding equity interests in Rickland Orchards LLC.  Pursuant to the terms of the membership interest purchase agreement, we agreed to file a registration statement with respect to the resale of such shares of our common stock. On October 8, 2013, Natural Instincts LLC distributed 572,546 shares of our common stock being offered under the prospectus to its members.

Arrangements Between Us and the Selling Stockholders

Except for (i) the ownership of shares of our common stock, (ii) the ownership of membership interests in Natural Instincts LLC, which as described above, sold us Rickland Orchards LLC pursuant to a membership interest purchase agreement, (iii) the employment by us of Jason Cohen and Michael Sands as an executive vice president and a vice president, respectively, or (iv) as otherwise set forth in the footnotes to the table below, no selling stockholder has, or within the past three years has had, any position, office or material relationship with us.  Mr. Cohen is a member of the board of managers of Natural Instincts LLC as well as a member of Natural Instincts LLC.  Mr. Sands and all of the other selling stockholders named in this prospectus are also members of Natural Instincts LLC.

Information Concerning the Selling Stockholders

The table below sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by the selling stockholders immediately prior to the date of this prospectus, and the total number of shares that may be offered pursuant to this prospectus. The table also provides information regarding the beneficial ownership of our common stock by the selling stockholders as adjusted to reflect the assumed sale of all of the shares offered under this prospectus. The percentage beneficial ownership of our common stock of the selling stockholders set forth in the table below is based on 53,445,910 shares of our common stock outstanding as of October 9, 2013. The selling stockholders may offer the shares for sale from time to time in whole or in part. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Except where otherwise noted in the footnotes to the table, the selling stockholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by them. Except as noted below, no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

Because the selling stockholders may sell all, some or none of the shares of common stock beneficially owned by them, we are unable to determine the exact number of shares that will actually be sold pursuant to this prospectus and any supplement or amendment to this prospectus. We have estimated the number of shares of common stock that will be beneficially owned by the selling stockholders after this offering assuming that the selling stockholders sell all of their shares registered pursuant to this registration statement and that no other shares of our common stock are acquired or sold by the selling stockholders prior to completion of this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which

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The selling stockholders may (if subject to our company’s insider trading policy, then only if and to the extent permitted thereby), from time to time, pledge or loan some or all of the shares of common stock owned by them to a broker-dealer to the extent permitted pursuant to applicable law. The broker-dealer may offer and sell the shares of common stock so loaned or, upon a default, the broker-dealer may, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the broker-dealer as a selling stockholder under this prospectus.

The selling stockholders may (if subject to our company’s insider trading policy, then only if and to the extent permitted thereby) enter into hedging transactions with broker-dealers, and the broker-dealers may engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders also may (if subject to our company’s insider trading policy, then only if and to the extent permitted thereby) engage in short sales of our common stock or enter into option or other transactions with broker-dealers, who may then resell or otherwise transfer shares of our common stock pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

Upon our being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by such selling stockholder and/or the purchaser.

In order to comply with the securities laws of certain states, if applicable, the shares will be sold only through registered or licensed broker-dealers.

If underwriters are used in a firm commitment underwriting, the shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Generally, the underwriters’ obligations to purchase the shares will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the shares offered if they purchase any of the shares offered. If any arrangement is entered into with any underwriter, a supplement to this prospectus will be filed disclosing (i) the name of such selling stockholder and of the underwriter(s), (ii) the amount of securities underwritten, (iii) the public offering price of the shares of common stock and the proceeds to such selling stockholder, (iv) the commissions paid or discounts or concessions allowed to such underwriter(s), where applicable, and (v) other facts material to the transaction.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest may be the selling beneficial owners for purposes of this prospectus.

We have agreed to pay our fees and expenses incident to the registration and qualification of the shares. We and the selling stockholders have agreed to indemnify one another for certain liabilities.

The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholders in connection with resales of their respective shares under this registration statement.

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There can be no assurance that the selling stockholders will sell any or all of the shares of common stock registered pursuant to this registration statement, of which this prospectus forms a part. In addition, there can be no assurance that the selling stockholders will not transfer, devise or gift the shares of common stock registered pursuant to this registration statement by other means not described in this registration statement.

On October 7, 2013, we completed the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC.  As part of the consideration for the acquisition, we issued Natural Instincts LLC an aggregate of 572,546 shares of our common stock.  Natural Instincts LLC subsequently notified us that it had distributed all of the shares to its members, who comprise the selling stockholders named in this prospectus.  Following the completion of the acquisition, Jason Cohen, the founder and chief executive officer of Rickland Orchards LLC, and Michael Sands, the chief operating officer of Rickland Orchards LLC, began serving as an executive vice president and a vice president, respectively, of B&G Foods.  Mr. Cohen is a member of the board of managers of Natural Instincts LLC as well as a member of Natural Instincts LLC.  Mr. Sands and all of the other selling stockholders named in this prospectus are also members of Natural Instincts LLC.

The shares of common stock offered for resale under this prospectus will be listed on the New York Stock Exchange under the symbol “BGS.”

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PROSPECTUS

572,546 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 572,546 shares of common stock, par value $0.01 per share, of B&G Foods, Inc. that may be offered and sold from time to time by the selling stockholder named in this prospectus. For more information on the selling stockholder, please see the section entitled “Selling Stockholder” beginning on page 6 of this prospectus. The shares of common stock offered for resale under this prospectus were issued by us to Natural Instincts LLC, the selling stockholder named in this prospectus, in connection with our acquisition of all of the issued and outstanding equity interests in Rickland Orchards LLC, which closed on October 7, 2013. We will not receive any of the proceeds from the sale of these shares but we will incur expenses in connection with this offering.

Our common stock is traded on the New York Stock Exchange under the symbol “BGS.” On October 4, 2013, the closing price of one share of our common stock was $35.15.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder identified in this prospectus will offer or sell any of the shares. The selling stockholder identified in this prospectus may offer the shares of common stock covered by this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices, at fixed prices or prices subject to change or at privately negotiated prices. We provide more information about how the selling stockholder may sell the shares in the section entitled “Plan of Distribution” beginning on page 7.

Our executive offices are located at Four Gatehall Drive, Suite 110, Parsippany, NJ, 07054, and our telephone number is 973.401.6500.  We maintain a website at www.bgfoods.com.  The information on our website is not a part of this prospectus or incorporated by reference herein.

Investing in our common stock involves a high degree of risk which is described in the “Risk Factors” section beginning on page 4 of this prospectus. We urge you to carefully read the “Risk Factors” section before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 8, 2013

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ABOUT THIS PROSPECTUS

This prospectus relates to the resale of up to an aggregate of 572,546 shares of our common stock that may be offered and sold from time to time by the selling stockholder identified in this prospectus. The shares of common stock offered for resale under this prospectus were issued by us to Natural Instincts LLC, the selling stockholder named in this prospectus, in connection with our acquisition of all of the issued and outstanding equity interests in Rickland Orchards LLC, which closed on October 7, 2013. We will not receive any of the proceeds from the sale of these shares but we will incur expenses in connection with this offering. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the caption “Where You Can Find More Information.”

This prospectus provides you with a general description of the shares the selling stockholder may offer. Any prospectus supplement may add, update or change information contained in this prospectus.

We have not authorized anyone to provide information or to make any representations other than those contained in this prospectus or a prospectus supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the U.S. Securities and Exchange Commission, or the SEC, and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus is part of a registration statement that we filed with the SEC, using a “shelf” registration process under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, up to an aggregate of 572,546 shares of common stock may be offered and sold from time to time by the selling stockholder identified in this prospectus, who received its shares directly from us in connection with our acquisition of all of the issued and outstanding equity interest in Rickland Orchards LLC. As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”

The terms “B&G Foods,” “our,” “we” and “us,” as used in this prospectus, refer to B&G Foods, Inc. and its wholly owned subsidiaries, except where it is clear that the term refers only to the parent company.

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THE COMPANY

We manufacture, sell and distribute a diverse portfolio of branded, high quality, shelf-stable food products across the United States, Canada and Puerto Rico. Many of our branded products have leading regional or national market shares.  In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced product.  We complement our branded product retail sales with institutional and food service sales and limited private label sales.

Our goal is to continue to increase sales, profitability and cash flows by enhancing our existing portfolio of branded, shelf-stable products and by capitalizing on our competitive strengths.  We intend to implement our growth strategy through the following initiatives: expanding our brand portfolio with acquisitions of complementary branded businesses, continuing to develop innovative new products and delivering them to market quickly, leveraging our multiple-channel sales, marketing and distribution system and continuing to focus on higher growth customers and distribution channels.  Since 1996, we have successfully acquired and integrated more than 25 brands into our company.

Our products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, marinades, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers, nut clusters and other specialty food products.  We compete in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution.  Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, JJ Flats, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, New York Style, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Sa-són, Sclafani, Smart Puffs, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid and Wright’s.  We also sell and distribute two branded household products, Static Guard and Kleen Guard.

B&G Foods, including our subsidiaries and predecessors, has been in business for over 120 years. We were incorporated in Delaware on November 25, 1996 under the name B Companies Holdings Corp. On August 11, 1997, we changed our name to B&G Foods Holdings Corp. On October 14, 2004, simultaneously with the completion of our initial public offering, B&G Foods, Inc., then our wholly owned subsidiary, was merged with and into us and we were renamed B&G Foods, Inc.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the account of the selling stockholder. We will not receive any of the proceeds from the sale of these shares but we will incur expenses in connection with this offering. We will pay all expenses of the registration and qualification of the shares of common stock other than selling commissions and fees and stock transfer taxes. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions.

SUMMARY OF THE UNDERLYING TRANSACTION

On October 7, 2013, we completed the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC.  Following the completion of the acquisition, Jason Cohen, the founder and chief executive officer of Rickland Orchards LLC, and Michael Sands, the chief operating officer of Rickland Orchards, began serving as an executive vice president and a vice president, respectively, of B&G Foods.  As part of the consideration for the acquisition, we issued Natural Instincts LLC, which is the selling stockholder named in this prospectus, an aggregate of 572,546 shares of our common stock.  Mr. Cohen is a member of the board of managers of Natural Instincts LLC as well as a member of Natural Instincts LLC.  Mr. Sands is a member of Natural Instincts LLC.

RISK FACTORS

An investment in the shares of our common stock involves a number of risks. Before deciding whether to purchase the shares of common stock, you should give careful consideration to the risks discussed below and elsewhere in this prospectus, including those set forth under the heading ‘‘Special Note Regarding Forward-Looking Statements’’ on page 3 of this prospectus, and in our filings with the SEC that we have incorporated by reference in this prospectus. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also impair our business operations.

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Any of the risks discussed below or elsewhere in this prospectus or in our SEC filings incorporated by reference in this prospectus, and other risks we have not anticipated or discussed, could have a material impact on our business, consolidated financial condition, results of operations or liquidity. In that case, the market price for our common stock could decline and you may lose all or part of your investment.

Risks Relating to this Offering

You may not receive the level of dividends provided for in our dividend policy or any dividends at all.

Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Our board of directors may, in its sole discretion, decrease the level of dividends provided for in our dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our common stock depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions (including restrictions in our credit agreement and senior notes indenture), business opportunities, provisions of applicable law (including certain provisions of the Delaware General Corporation Law) and other factors that our board of directors may deem relevant.

If our cash flows from operating activities were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our revolving credit facility to finance our working capital needs were to prove incorrect), we may need either to reduce or eliminate dividends or, to the extent permitted under our credit agreement and indenture, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, results of operations, liquidity and ability to maintain or expand our business.

Our dividend policy may negatively impact our ability to finance capital expenditures, operations or acquisition opportunities.

Under our dividend policy, a substantial portion of our cash generated by our business in excess of operating needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and assets is in general distributed as regular quarterly cash dividends to the holders of our common stock. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

Our certificate of incorporation authorizes us to issue without stockholder approval preferred stock that may be senior to our common stock in certain respects.

Our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and, in the case of preferred stock, upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future, including any preferential rights that we may grant to the holders of preferred stock. The terms of any preferred stock we issue may place restrictions on the payment of dividends to the holders of our common stock. If we issue preferred stock that is senior to our common stock in right of dividend payment, and our cash flows from operating activities or surplus are insufficient to support dividend payments to the holders of preferred stock, on the one hand, and to the holders common stock, on the other hand, we may be forced to reduce or eliminate dividends to the holders of our common stock.

Future sales or the possibility of future sales of a substantial amount of shares of our common stock or other securities convertible or exchangeable into common stock may depress the price of our common stock.

We may issue shares of our common stock or other securities convertible or exchangeable into common stock from time to time in future financings or as consideration for future acquisitions and investments. In the event any such future financing, acquisition or investment is significant, the number of shares of our common stock or other securities convertible or exchangeable into common stock that we may issue may in turn be significant. In addition, we may grant registration rights covering shares of our common stock or other securities convertible or exchangeable into common stock, as applicable, issued in connection with any such future financing, acquisitions and investments.

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Future sales or the availability for sale of a substantial number of shares of our common stock or other securities convertible or exchangeable into common stock, whether issued and sold pursuant to our shelf registration statement or otherwise, would dilute our earnings per share and the voting power of each share of common stock outstanding prior to such sale or distribution, could adversely affect the prevailing market price of our securities and could impair our ability to raise capital through future sales of our securities. As a result you could experience a significant loss in the value of your investment.

Our certificate of incorporation and bylaws and several other factors could limit another party’s ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

Our certificate of incorporation and bylaws contain certain provisions that may make it difficult for another company to acquire us and for holders of our securities to receive any related takeover premium for their securities. For example, our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

SELLING STOCKHOLDER

This prospectus relates to the resale of shares of our common stock by the selling stockholder identified below in the table. The selling stockholder may dispose of all, some or none of its shares in this offering. See “Plan of Distribution” for more information.

Acquisition of our Common Stock by the Selling Stockholder

The 572,546 shares of common stock offered for resale under this prospectus were issued by us to Natural Instincts LLC, the selling stockholder identified in the table below, in connection with our acquisition of all of the issued and outstanding equity interests in Rickland Orchards LLC.  Pursuant to the terms of the membership interest purchase agreement, we agreed to file a registration statement with respect to the resale of such shares of our common stock.

Arrangements Between Us and the Selling Stockholder

Except for the membership interest purchase agreement described above, the ownership of shares of our common stock, the employment by us of Jason Cohen and Michael Sands as an executive vice president and a vice president, respectively, or as otherwise set forth in the footnotes to the table below, the selling stockholder does not have, and within the past three years has not had any position, office or material relationship with us.  Mr. Cohen is a member of the board of managers of Natural Instincts LLC as well as a member of Natural Instincts LLC.  Mr. Sands is a member of Natural Instincts LLC.

Information Concerning the Selling Stockholder

The table below sets forth the name of the selling stockholder, the number of shares of common stock beneficially owned by the selling stockholder immediately prior to the date of this prospectus, and the total number of shares that may be offered pursuant to this prospectus. The table also provides information regarding the beneficial ownership of our common stock by the selling stockholder as adjusted to reflect the assumed sale of all of the shares offered under this prospectus. The percentage beneficial ownership of our common stock of the selling stockholder set forth in the table below is based on 53,445,910 shares of our common stock outstanding as of October 8, 2013. The selling stockholder may offer the shares for sale from time to time in whole or in part. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Except where otherwise noted in the footnotes to the table, the selling stockholder named in the following table has, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by it. Except as noted below, the selling stockholder is not a broker-dealer or an affiliate of a broker-dealer.

Because the selling stockholder may sell all, some or none of the shares of common stock beneficially owned by it, we are unable to determine the exact number of shares that will actually be sold pursuant to this prospectus and any supplement or amendment to this prospectus. We have estimated the number of shares of common stock that will be beneficially owned by the selling stockholder after this offering assuming that the selling stockholder sells all of its shares registered pursuant to this registration statement and that no other shares of our common stock are acquired or sold by the selling stockholder prior to completion of this offering. In addition, the selling stockholder may have sold, transferred or

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or enter into option or other transactions with broker-dealers, who may then resell or otherwise transfer shares of our common stock pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

Upon our being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of the selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

The selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling stockholder and/or the purchaser.

In order to comply with the securities laws of certain states, if applicable, the shares will be sold only through registered or licensed broker-dealers.

If underwriters are used in a firm commitment underwriting, the shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Generally, the underwriters’ obligations to purchase the shares will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the shares offered if they purchase any of the shares offered. If any arrangement is entered into with any underwriter, a supplement to this prospectus will be filed disclosing (i) the name of the selling stockholder and of the underwriter(s), (ii) the amount of securities underwritten, (iii) the public offering price of the shares of common stock and the proceeds to the selling stockholder, (iv) the commissions paid or discounts or concessions allowed to such underwriter(s), where applicable, and (v) other facts material to the transaction.

The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest may be the selling beneficial owners for purposes of this prospectus.

We have agreed to pay our fees and expenses incident to the registration and qualification of the shares. We and the selling stockholder have agreed to indemnify one another for certain liabilities.

The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholder in connection with resales of its shares under this registration statement.

There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to this registration statement, of which this prospectus forms a part. In addition, there can be no assurance that the selling stockholder will not transfer, devise or gift the shares of common stock registered pursuant to this registration statement by other means not described in this registration statement.

On October 7, 2013, we completed the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC.  Following the completion of the acquisition, Jason Cohen, the founder and chief executive officer of Rickland Orchards LLC, and Michael Sands, the chief operating officer of Rickland Orchards, began serving as an executive vice president and a vice president, respectively, of B&G Foods.  As part of the consideration for the acquisition, we issued Natural Instincts LLC, which is the selling stockholder named in this prospectus, an aggregate of 572,546 shares of our

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common stock.  Mr. Cohen is a member of the board of managers of Natural Instincts LLC as well as a member of Natural Instincts LLC.  Mr. Sands is a member of Natural Instincts LLC.

The shares of common stock offered for resale under this prospectus will be listed on the New York Stock Exchange under the symbol “BGS.”

LEGAL MATTERS

The validity of the shares of common stock offered under this prospectus will be passed upon for us by Dechert LLP, Philadelphia, Pennsylvania.

EXPERTS

The consolidated financial statements and schedule of B&G Foods, Inc. and subsidiaries as of December 29, 2012 and December 31, 2011, and for the years ended December 29, 2012, December 31, 2011 and January 1, 2011, and management’s assessment of the effectiveness of internal control over financial reporting as of December 29, 2012 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act. In accordance with the Exchange Act, we file periodic reports, proxy statements and information statements and other information with the Securities and Exchange Commission.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information with respect to our company and the securities offered hereby, reference is made to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete; reference is made in each instance to the copy of such contract or any other document filed as an exhibit to the registration statement. Each such statement is qualified in all respects by such reference to such exhibit.

You may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the SEC at the SEC’s public reference facilities maintained by the SEC at 100 F Street, NE, Washington, DC 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. B&G Foods’ SEC filings are also available to the public, free of charge, from our website at www.bgfoods.com.

We will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any and all of these filings (except exhibits, unless they are specifically incorporated by reference into this prospectus). Please direct any requests for copies to:

B&G Foods, Inc.

Four Gatehall Drive, Suite 110

Parsippany, NJ 07054

Attention: Corporate Secretary

Telephone: 973.401.6500

Fax: 973.630.6550

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference in this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference in this prospectus the information

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