0001209191-12-036168.txt : 20120702 0001209191-12-036168.hdr.sgml : 20120702 20120702162657 ACCESSION NUMBER: 0001209191-12-036168 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120628 FILED AS OF DATE: 20120702 DATE AS OF CHANGE: 20120702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennink Jan CENTRAL INDEX KEY: 0001311271 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 12940672 MAIL ADDRESS: STREET 1: P.O. BOX 75538 CITY: SCHIPHOL AIRPORT STATE: P7 ZIP: 1118 ZN 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: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 6305986000 MAIL ADDRESS: STREET 1: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-06-28 1 0000023666 Hillshire Brands Co HSH 0001311271 Bennink Jan C/O THE HILLSHIRE BRANDS COMPANY 3500 LACEY ROAD DOWNERS GROVE IL 60515 1 1 0 0 Executive Chairman common stock 2012-06-28 4 F 0 89432 18.50 D 437836 D common stock 2012-06-28 4 D 0 108803 0.00 D 329033 D common stock 1700 I By children Represents shares of common stock withheld by Sara Lee to satisfy the reporting person's tax liability incurred upon the vesting of restricted stock units (RSUs). Represents shares of common stock subject to RSUs that vested upon completion of the spin-off, of which (i) 68,467 shares were forfeited to reflect pro-rata vesting through the spin-off date, and (ii) 68,466 shares were converted to RSUs of DEMB at the time of the spin and will settle in shares of DEMB. On June 28, 2012, Sara Lee Corporation completed the spin-off of its international coffee and tea business, named D.E MASTER BLENDERS 1753 N.V. ("DEMB"), through a pro rata stock dividend. Effective upon completion of the spin-off (i) all outstanding Sara Lee restricted stock units ("RSUs"), 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, (ii) the Compensation and Employee Benefits Committee of Sara Lee's Board of Directors adjusted all outstanding equity awards to preserve the pre-spin-off intrinsic value of such equity awards (the "Adjustment"), and (iii) the name of Sara Lee was changed to The Hillshire Brands Company. The Adjustment will be made using a fraction of which the numerator is the volume weighted average price of Sara Lee common stock trading the regular way on the New York Stock Exchange over June 27 and 28, 2012, the two trading days prior to the spin-off, and the denominator is the volume weighted average price of The Hillshire Brands Company common stock on the New York Stock Exchange over the first two trading days after the spin-off. The share numbers reflected in this Form 4 reflect the vesting of equity awards upon completion of the spin-off but do not reflect the Adjustment. /s/ Helen N. Kaminski for Jan Bennink pursuant to power of attorney previously filed. 2012-07-02