0001209191-12-037682.txt : 20120709
0001209191-12-037682.hdr.sgml : 20120709
20120709210924
ACCESSION NUMBER: 0001209191-12-037682
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120629
FILED AS OF DATE: 20120709
DATE AS OF CHANGE: 20120709
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hayes Thomas P
CENTRAL INDEX KEY: 0001552992
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03344
FILM NUMBER: 12954304
MAIL ADDRESS:
STREET 1: 3500 LACEY ROAD
CITY: DOWNERS GROVE
STATE: IL
ZIP: 60515
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
3
1
doc3.xml
FORM 3 SUBMISSION
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
EX-24.3_431976
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
The undersigned, Thomas Hayes, constitutes and appoints Kent Magill, Helen N.
Kaminski and Margaret M. Murray, and each of them, as the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for the undersigned and in the undersigned's name, place and
stead, to take the following actions with respect to the undersigned's ownership
of securities of Hillshire Brands Company, a Maryland corporation (the
"Company"):
(i) prepare, execute, deliver and file with the U. S. Securities and Exchange
Commission (the "SEC"), any national securities exchange and the Company: (a)
statements of beneficial ownership on Forms 3, 4, and 5 that are required or
permitted to be filed pursuant to Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and rules promulgated thereunder; (b) any
Form 144 Notice of Proposed Sale of Securities (including any amendments
thereto) required to be filed under the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 144 promulgated thereunder; and (c) any and all
other documents, including without limitation a Form ID, necessary or desirable
to facilitate the filing by the undersigned of a Form 144 and forms under
Section 16 of the Exchange Act;
(ii) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers and employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to said attorneys-in-fact and agents, and approves and
ratifies any such release of information; and
(iii) perform any and all other acts which, in the discretion of said
attorneys-in-fact and agents, are necessary or desirable for and on behalf of
the undersigned in connection with the foregoing, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each act
requisite and necessary to be done under Section 16 of the Exchange Act and Rule
144 promulgated under the Securities Act, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
A copy of this power of attorney shall be filed with the SEC and with any
applicable stock exchange. The authorization set forth above shall continue in
full force and effect until the undersigned revokes such authorization by
written instructions to the attorneys-in-fact and agents. The undersigned
acknowledges that the foregoing attorneys-in-fact and agents, in serving in such
capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act or
Rule 144 promulgated under the Securities Act.
Dated: June 21, 2012
/s/ Thomas P. Hayes