0001209191-12-036172.txt : 20120702
0001209191-12-036172.hdr.sgml : 20120702
20120702162825
ACCESSION NUMBER: 0001209191-12-036172
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: CERRONE STEPHEN
CENTRAL INDEX KEY: 0001263433
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03344
FILM NUMBER: 12940687
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
0001263433
CERRONE STEPHEN
C/O THE HILLSHIRE BRANDS COMPANY
3500 LACEY ROAD
DOWNERS GROVE
IL
60515
0
1
0
0
Executive Vice President
common stock
2012-06-28
4
A
0
67389
18.50
A
297281
D
common stock
2012-06-28
4
F
0
51686
18.50
D
245595
D
common stock
2012-06-28
4
D
0
10301
0.00
D
235294
D
common stock
2398
I
By 401(k) Plan
Represents shares of common stock earned under performance stock units (PSUs) that vested upon completion of the spin-off. The number of shares earned was determined based upon the extent to which the company achieved certain predetermined performance goals.
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 and PSUs.
Represents shares of common stock subject to PSUs that were forfeited due to performance goals not being achieved.
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., by 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 Stephen J. Cerrone pursuant to power of attorney previously filed
2012-07-02