X0306 4 2012-09-14 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 2012-09-14 4 A 0 3494 0.00 A 27124 D Represents restricted stock units (RSUs) granted upon conversion of performance stock units (PSUs). In anticipation of the spin-off of its international coffee and tea business that was completed on June 28, 2012, in fiscal 2012 the company granted PSUs under its FY12-14 long-term equity incentive program with a value equal to one-third of the annual grant amount. These PSUs were converted into RSUs to the extent the company achieved a one-year operating income target for fiscal 2012. The RSUs will settle and be converted into shares of common stock, on a one-for-one basis, on August 31, 2014, subject to the reporting person's continued employment through that date. Includes 3,494 RSUs that will be converted into shares of common stock, on a one-for-one basis, upon vesting. /s/ Helen N. Kaminski, for Thomas P. Hayes pursuant to power of attorney previously filed. 2012-09-18