X0206 3 2012-06-29 0 0000023666 Hillshire Brands Co HSH 0001552992 Hayes Thomas P C/O THE HILLSHIRE BRANDS COMPANY 3500 LACEY ROAD DOWNERS GROVE IL 60515 0 1 0 0 EVP, Chief Supply Chain Off Common Stock 23630 D Employee Stock Option (right to buy) 15.15 2012-12-28 Common Stock 58000 D Employee Stock Option (right to buy) 22.65 2012-12-28 Common Stock 33189 D Employee Stock Option (right to buy) 28.65 2014-08-31 2024-08-31 Common Stock 19771 D Phantom Stock 0.00 Common Stock 17364 D Option is vested and immediately exercisable as of the date of this filing and will expire on December 28, 2012. Option vests on August 31, 2014, subject to continued employment with the company through that date, and expires on August 31, 2024. The phantom stock units will convert into shares of Hillshire Brands common stock on a one-for-one basis. The reporting person has deferred the receipt of shares of common stock that would have been issued upon the vesting of restricted stock units and performance stock units. He will receive shares of Hillshire Brands common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan. On June 28, 2012, The Hillshire Brands Company (formerly named Sara Lee Corporation) completed the spin-off of its international coffee and tea business. Effective upon the spin-off (i) all outstanding restricted stock units, performance stock units ("PSUs") and stock options granted to employees prior to November 2011 vested, with the PSUs vesting to the extent applicable performance goals were achieved, and (ii) the Compensation and Employee Benefits Committee of the Board of Directors adjusted all outstanding equity awards to preserve the pre-spin-off intrinsic value of such awards (the "Adjustment"). The amounts reflected in this Form 3 reflect the vesting of equity awards upon completion of the spin-off and the Adjustment. /s/ Helen N. Kaminski for Thomas P. Hayes pursusant to power of attorney filed herewith. 2012-07-09