0000902664-23-005434.txt : 20231109 0000902664-23-005434.hdr.sgml : 20231109 20231109191816 ACCESSION NUMBER: 0000902664-23-005434 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231107 FILED AS OF DATE: 20231109 DATE AS OF CHANGE: 20231109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANA Partners Management, LP CENTRAL INDEX KEY: 0001998597 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32504 FILM NUMBER: 231394243 BUSINESS ADDRESS: STREET 1: 767 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TreeHouse Foods, Inc. CENTRAL INDEX KEY: 0001320695 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 202311383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2021 SPRING ROAD STREET 2: SUITE 600 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 7084095315 MAIL ADDRESS: STREET 1: 2021 SPRING ROAD STREET 2: SUITE 600 CITY: OAK BROOK STATE: IL ZIP: 60523 4 1 ownership.xml X0508 4 2023-11-07 0 0001320695 TreeHouse Foods, Inc. THS 0001998597 JANA Partners Management, LP 767 5TH AVENUE 8TH FLOOR NEW YORK NY 10153 1 0 0 1 See Remarks 0 Notional Derivative Agreements (obligation to buy) 2023-11-07 4 J 1 207679 A Common Stock 207679 207679 I See footnote Notional Derivative Agreements (obligation to buy) 2023-11-07 4 J 1 27321 A Common Stock 27321 27321 I See footnote Notional Derivative Agreements (obligation to buy) 2023-11-08 4 J 1 19765 A Common Stock 19765 19765 I See footnote Notional Derivative Agreements (obligation to buy) 2023-11-08 4 J 1 2599 A Common Stock 2599 2599 I See footnote Notional Derivative Agreements (obligation to buy) 2023-11-09 4 J 1 128694 A Common Stock 128694 128694 I See footnote Notional Derivative Agreements (obligation to buy) 2023-11-09 4 J 1 16942 A Common Stock 16942 16942 I See footnote JANA (as defined below) is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any. The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Scott Ostfeld, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer. JANA was previously a relying adviser of JANA Partners LLC, and from and after the effectiveness of its application for investment advisor registration, will replace JANA Partners LLC as the reporting person on all filings, including Section 16 filings, with respect to securities held in various accounts under its management and control. Accordingly, JANA Partners LLC will no longer be filing under Section 16(a) with respect to the Issuer and such filings will be made by the Reporting Person. The prior Section 16 filings were made under the CIK of JANA Partners LLC (CIK 0001159159). /s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 2023-11-09