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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Hayes Thomas P |
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2. Issuer Name and Ticker or Trading Symbol
Hillshire Brands Co [HSH]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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EVP, Chief Supply Chain Off
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C/O THE HILLSHIRE BRANDS COMPANY,, 400 SOUTH JEFFERSON STREET |
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014 |
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CHICAGO, IL 60607 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 08/28/2014 |
| U |
| 11,622 (1) (2) | D |
$63 |
0
| D |
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| Common Stock | 08/28/2014 |
| U |
| 360 (1) (3) | D |
$63 |
0
| I | By 401(k) Plan |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Employee stock option (right to buy) |
$28.65 | 08/28/2014 |
| D |
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| 19,771 |
(4) | 11/04/2021 | Common Stock | 19,771 |
$63 |
0
| D |
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| Employee stock option (right to buy) |
$25.32 | 08/28/2014 |
| D |
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| 42,586 |
(4) | 08/10/2022 | Common Stock | 42,586 |
$63 |
0
| D |
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| Employee stock option (right to buy) |
$25.85 | 08/28/2014 |
| D |
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| 62,207 |
(4) | 08/23/2022 | Common Stock | 62,207 |
$63 |
0
| D |
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| Performance Shares | (5) | 08/28/2014 |
| D |
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| 54,956 |
(5) |
(5) | Common Stock | 54,956 |
$63 |
0
| D |
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| Deferred Stock Units (6) | (6) | 08/28/2014 |
| D |
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| 22,288 |
(6) |
(6) | Common Stock | 22,288 |
$63 |
0
| D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hayes Thomas P
C/O THE HILLSHIRE BRANDS COMPANY,
400 SOUTH JEFFERSON STREET
CHICAGO, IL 60607 |
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EVP, Chief Supply Chain Off |
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Signatures
| /s/Alison M. Rhoten for Thomas P. Hayes pursuant to power of attorney previously filed. | |
09/02/2014 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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