SEC Form 4
FORM 4 UNITED 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
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 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*
SNYDER BURTON H
(Last) (First) (Middle)
100 CRYSTAL A DRIVE
(Street)
HERSHEY PA 17033
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [ HSY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, General Counsel & Sec
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
Common Stock 03/30/2012 M 8,283 A $35.87 39,266 D
Common Stock 03/30/2012 S(1) 8,283 D $61.57 30,983 D
Common Stock 03/30/2012 M 3,851 A $34.89 34,834 D
Common Stock 03/30/2012 S(1) 3,851 D $61.55 30,983 D
Common Stock 03/30/2012 M 1,683 A $39.26 32,666 D
Common Stock 03/30/2012 S(1) 1,683 D $61.55 30,983 D
Common Stock 04/02/2012 M 9,372 A $35.87 40,355 D
Common Stock 04/02/2012 S(1) 9,372 D $61.55 30,983 D
Common Stock 04/02/2012 M 46,639 A $34.89 77,622 D
Common Stock 04/02/2012 S(1) 46,639 D $61.55 30,983 D
Common Stock 04/02/2012 M 22,807 A $39.26 53,790 D
Common Stock 04/02/2012 S(1) 22,807 D $61.55 30,983 D
Common Stock 3,090.2218(2) I 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy) $35.87 03/30/2012 M(1) 8,283 (3) 02/12/2018 Common Stock 8,283 $0 9,372 D
Non-qualified Stock Option (Right to Buy) $34.89 03/30/2012 M(1) 3,851 (4) 02/16/2019 Common Stock 3,851 $0 63,469 D
Non-qualified Stock Option (Right to Buy) $39.26 03/30/2012 M(1) 1,683 (5) 02/22/2020 Common Stock 1,683 $0 47,297 D
Non-qualified Stock Option (Right to Buy) $35.87 04/02/2012 M(1) 9,372 (3) 02/12/2018 Common Stock 9,372 $0 0 D
Non-qualified Stock Option (Right to Buy) $34.89 04/02/2012 M(1) 46,639 (4) 02/16/2019 Common Stock 46,639 $0 16,830 D
Non-qualified Stock Option (Right to Buy) $39.26 04/02/2012 M(1) 22,807 (5) 02/22/2020 Common Stock 22,807 $0 24,490 D
Explanation of Responses:
1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 17, 2012.
2. The total amount of securities reported as indirectly owned by the reporting person represents a reduction of 6.3042 shares allocated to the reporting person's account in the Company's 401(k) Plan as of March 5, 2012. To manage liquidity needs of the 401(k) Plan, the Plan trustee from time-to-time maintains a lower overall share balance (versus cash) in the 401(k) Plan, which in this instance resulted in a reduction in the number of shares allocated to the reporting person's account when compared to the reporting person's Form 4 filed on February 23, 2012. The information is based on a report dated March 5, 2012, provided by the Plan trustee.
3. The options vested according to the following schedule: 25% vested on February 13, 2009, 25% vested on February 13, 2010, 25% vested on February 13, 2011 and 25% vested on February 13, 2012.
4. The options vested according to the following schedule: 25% vested on February 17, 2010, 25% vested on February 17, 2011, 25% vested on February 17, 2012 and 25% will vest on February 17, 2013.
5. The options vested according to the following schedule: 25% vested on February 23, 2011, 25% vested on February 23, 2012, 25% will vest on February 23, 2013 and 25% will vest on February 23, 2014.
Burton H. Snyder 04/03/2012
** Signature of Reporting Person Date
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).
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