0001209191-14-055340.txt : 20140902 0001209191-14-055340.hdr.sgml : 20140901 20140902211222 ACCESSION NUMBER: 0001209191-14-055340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140828 FILED AS OF DATE: 20140902 DATE AS OF CHANGE: 20140902 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: 400 SOUTH JEFFERSON STREET CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3126146000 MAIL ADDRESS: STREET 1: 400 SOUTH JEFFERSON STREET CITY: CHICAGO STATE: IL ZIP: 60607 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davis Donald C CENTRAL INDEX KEY: 0001553070 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 141078774 MAIL ADDRESS: STREET 1: C/O SARA LEE CORPORATION STREET 2: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-08-28 1 0000023666 Hillshire Brands Co HSH 0001553070 Davis Donald C C/O THE HILLSHIRE BRANDS COMPANY 400 SOUTH JEFFERSON STREET CHICAGO IL 60607 0 1 0 0 SVP and President, Foodservice Common Stock 2014-08-28 4 U 0 13533 63.00 D 0 D Common Stock 2014-08-28 4 U 0 479 63.00 D 0 I By 401(k) Plan Employee stock option (right to buy) 28.65 2014-08-28 4 D 0 6195 63.00 D 2021-11-04 Common Stock 6195 0 D Employee stock option (right to buy) 25.32 2014-08-28 4 D 0 13344 63.00 D 2022-08-10 Common Stock 13344 0 D Employee stock option (right to buy) 25.85 2014-08-28 4 D 0 24883 63.00 D 2022-08-23 Common Stock 24883 0 D Performance Shares 2014-08-28 4 D 0 20531 63.00 D Common Stock 20531 0 D In connection with the completion of a cash tender offer launched by Tyson Foods, Inc. ("Tyson") to purchase all of Issuer's issued and outstanding common stock (the "Tender Offer") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 1, 2014, among Tyson, HMB Holdings, Inc. and Issuer. This includes 1,094 restricted stock units. Pursuant to the Merger Agreement, these restricted stock units became fully vested at the acceptance time of the Tender Offer in exchange for the right to receive a cash payment equal to the number of shares of common stock subject to the restricted stock unit multiplied by $63.00 per share. These shares were tendered by the 401(k) plan trustee on the reporting person's behalf and on a non-volitional basis in a transaction that was exempt under Rule 16b-3(c). Pursuant to the Merger Agreement, these options were cancelled in exchange for a cash payment determined using the difference between the applicable exercise price of the option and the $63.00 per share price as part of the Tender Offer. These performance shares represent unvested performance units relating to the 2013-2015 and 2014-2015 performance cycles that, pursuant to the Merger Agreement, were deemed vested assuming achievement of applicable performance metrics at the target amount (100%). The unvested performance units relating to the 2012-2014 performance cycle were deemed vested based on actual achievement of the performance metrics (149%). /s/Alison M. Rhoten for Donald C. Davis pursuant to power of attorney previously filed. 2014-09-02