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Hayes Thomas P – ‘4’ for 8/28/14 re: Hillshire Brands Co.

On:  Tuesday, 9/2/14, at 9:53pm ET   ·   For:  8/28/14   ·   As:  Officer   ·   Accession #:  1209191-14-55350   ·   File #:  1-03344

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/02/14  Hayes Thomas P                    4          Officer     1:15K  Hillshire Brands Co.              DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     14K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hayes Thomas P

(Last)(First)(Middle)
C/O THE HILLSHIRE BRANDS COMPANY,
400 SOUTH JEFFERSON STREET

(Street)
CHICAGOIL60607

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Hillshire Brands Co [ HSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
EVP, Chief Supply Chain Off
3. Date of Earliest Transaction (Month/Day/Year)
8/28/14
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 8/28/14U 11,622 (1) (2)D$630D
Common Stock 8/28/14U 360 (1) (3)D$630IBy 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee stock option (right to buy)$28.65 8/28/14D 19,771 (4) 11/4/21Common Stock19,771$630D
Employee stock option (right to buy)$25.32 8/28/14D 42,586 (4) 8/10/22Common Stock42,586$630D
Employee stock option (right to buy)$25.85 8/28/14D 62,207 (4) 8/23/22Common Stock62,207$630D
Performance Shares (5) 8/28/14D 54,956 (5) (5)Common Stock54,956$630D
Deferred Stock Units (6) (6) 8/28/14D 22,288 (6) (6)Common Stock22,288$630D
Explanation of Responses:
(1)  In connection with the completion of a cash tender offer launched by Tyson Foods, Inc. ("Tyson") to purchase all of Issuer's issued and outstanding common stock (the "Tender Offer") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 1, 2014, among Tyson, HMB Holdings, Inc. and Issuer.
(2)  This includes 3,493 restricted stock units. Pursuant to the Merger Agreement, these restricted stock units became fully vested at the acceptance time of the Tender Offer in exchange for the right to receive a cash payment equal to the number of shares of common stock subject to the restricted stock unit multiplied by $63.00 per share.
(3)  These shares were tendered by the 401(k) plan trustee on the reporting person's behalf and on a non-volitional basis in a transaction that was exempt under Rule 16b-3(c).
(4)  Pursuant to the Merger Agreement, these options were cancelled in exchange for a cash payment determined using the difference between the applicable exercise price of the option and the $63.00 per share price as part of the Tender Offer.
(5)  These performance shares represent unvested performance units relating to the 2013-2015 and 2014-2015 performance cycles that, pursuant to the Merger Agreement, were deemed vested assuming achievement of applicable performance metrics at the target amount (100%). The unvested performance units relating to the 2012-2014 performance cycle were deemed vested based on actual achievement of the performance metrics (149%).
(6)  These deferred stock units vested in full at the acceptance time of the Tender Offer pursuant to the Merger Agreement in exchange for an aggregate cash payment equal to the number of shares of Issuer's common stock underlying such deferred stock units multiplied by the $63.00 per share tender price. The cash equivalent will remain in an income interest bearing account for the elected deferral period.
Remarks:
/s/Alison M. Rhoten for Thomas P. Hayes pursuant to power of attorney previously filed. 9/2/14
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Codes:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
    U    Disposition pursuant to a tender of shares in a change-of-control transaction.

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