0001209191-14-055340.txt : 20140902
0001209191-14-055340.hdr.sgml : 20140901
20140902211222
ACCESSION NUMBER: 0001209191-14-055340
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140828
FILED AS OF DATE: 20140902
DATE AS OF CHANGE: 20140902
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hillshire Brands Co
CENTRAL INDEX KEY: 0000023666
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 362089049
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 400 SOUTH JEFFERSON STREET
CITY: CHICAGO
STATE: IL
ZIP: 60607
BUSINESS PHONE: 3126146000
MAIL ADDRESS:
STREET 1: 400 SOUTH JEFFERSON STREET
CITY: CHICAGO
STATE: IL
ZIP: 60607
FORMER COMPANY:
FORMER CONFORMED NAME: Sara Lee Corp
DATE OF NAME CHANGE: 20061129
FORMER COMPANY:
FORMER CONFORMED NAME: LEE SARA CORP
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP
DATE OF NAME CHANGE: 19850402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Davis Donald C
CENTRAL INDEX KEY: 0001553070
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03344
FILM NUMBER: 141078774
MAIL ADDRESS:
STREET 1: C/O SARA LEE CORPORATION
STREET 2: 3500 LACEY ROAD
CITY: DOWNERS GROVE
STATE: IL
ZIP: 60515
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-08-28
1
0000023666
Hillshire Brands Co
HSH
0001553070
Davis Donald C
C/O THE HILLSHIRE BRANDS COMPANY
400 SOUTH JEFFERSON STREET
CHICAGO
IL
60607
0
1
0
0
SVP and President, Foodservice
Common Stock
2014-08-28
4
U
0
13533
63.00
D
0
D
Common Stock
2014-08-28
4
U
0
479
63.00
D
0
I
By 401(k) Plan
Employee stock option (right to buy)
28.65
2014-08-28
4
D
0
6195
63.00
D
2021-11-04
Common Stock
6195
0
D
Employee stock option (right to buy)
25.32
2014-08-28
4
D
0
13344
63.00
D
2022-08-10
Common Stock
13344
0
D
Employee stock option (right to buy)
25.85
2014-08-28
4
D
0
24883
63.00
D
2022-08-23
Common Stock
24883
0
D
Performance Shares
2014-08-28
4
D
0
20531
63.00
D
Common Stock
20531
0
D
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.
This includes 1,094 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.
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).
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.
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%).
/s/Alison M. Rhoten for Donald C. Davis pursuant to power of attorney previously filed.
2014-09-02