0001209191-13-002165.txt : 20130104 0001209191-13-002165.hdr.sgml : 20130104 20130104171406 ACCESSION NUMBER: 0001209191-13-002165 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130102 FILED AS OF DATE: 20130104 DATE AS OF CHANGE: 20130104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prosser Ian Maurice Gray CENTRAL INDEX KEY: 0001306494 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 13512888 MAIL ADDRESS: STREET 1: C/O SARA LEE CORPORATION STREET 2: 70 W. MADISON STREET CITY: CHICAGO STATE: IL ZIP: 60602 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 2013-01-02 0 0000023666 Hillshire Brands Co HSH 0001306494 Prosser Ian Maurice Gray C/O THE HILLSHIRE BRANDS COMPANY 400 SOUTH JEFFERSON STREET CHICAGO IL 60607 1 0 0 0 Common Stock 2013-01-02 4 A 0 4387 29.34 A 19324 D Consists of restricted stock units (RSUs) granted for serving on the board of directors, or one or more committees of the board of directors, during calendar year 2013. The RSUs will vest on January 2, 2014 and will be converted into shares of Hillshire Brands common stock on a one-for-one basis 30 days after the reporting person ceases to be a director of Hillshire Brands or on such date elected by the reporting person pursuant to the deferral program set forth in Schedule B of The Hillshire Brands Company Compensation Policy for Non-Employee Directors. Includes 203 RSUs acquired in the company's dividend reinvestment plan with accrued dividend equivalents. On June 28, 2012, The Hillshire Brands Company (formerly named Sara Lee Corporation) completed (i) the spin-off of its international coffee and tea business and (ii) a 1-for-5 reverse stock split of its common stock. All amounts previously reported, all shares acquired prior to such reverse stock split due to the reporting person's participation in the dividend reinvestment plan and all RSUs acquired prior to such reverse stock split in the company's dividend reinvestment plan with accrued dividend equivalents have been adjusted to reflect such reverse stock split. Includes 23 shares acquired as a participant in a dividend reinvestment plan. /s/ Kent B. Magill for Sir Ian Prosser pursuant to power of attorney filed herewith. 2013-01-04 EX-24 2 attachment1.htm EX-24 DOCUMENT

LIMITED POWER OF ATTORNEY

	The undersigned constitutes and appoints Kent B. Magill, 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 The 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
attorney-in-fact and agent,
and approves and ratifies any such release of information; and

      (iii)	perform any and all other acts which, in the discretion of said
attorney-in-fact and
agent, are necessary or desirable for and on behalf of the undersigned in
connection with the
foregoing, granting unto said attorney-in-fact and agent 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 attorney-
in-fact and agent 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
attorney-in-fact and agent.
The undersigned acknowledges that the foregoing attorney-in-fact and agent, in
serving in such
capacity at the request of the undersigned, is 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:  November 28, 2012



/s/ Sir Ian Maurice Gray Prosser
Sir Ian Maurice Gray Prosser