0001209191-14-055342.txt : 20140902
0001209191-14-055342.hdr.sgml : 20140901
20140902211734
ACCESSION NUMBER: 0001209191-14-055342
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
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: Grimes Sally
CENTRAL INDEX KEY: 0001554533
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03344
FILM NUMBER: 141078778
MAIL ADDRESS:
STREET 1: C/O THE HILLSHIRE BRANDS COMPANY
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
0001554533
Grimes Sally
C/O THE HILLSHIRE BRANDS COMPANY
400 SOUTH JEFFERSON STREET
CHICAGO
IL
60607
0
1
0
0
SVP, Chief Innovation Officer
Common Stock
2014-08-28
4
U
0
288
63.00
D
0
I
By 401(k) Plan
Employee stock option (right to buy)
25.85
2014-08-28
4
D
0
20736
63.00
D
2022-08-23
Common Stock
20736
0
D
Performance Shares
2014-08-28
4
D
0
17255
63.00
D
Common Stock
17255
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.
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%).
/s/Alison M. Rhoten for S. Sally Grimes pursuant to power of attorney filed herewith.
2014-09-02
EX-24.4_536659
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
The undersigned, S. Sally Grimes, constitutes and appoints Kent B. Magill,
Alison M. Rhoten and Mary D. Stoxstell, as the undersigned's true and lawful
attorneys-in-fact and agents, 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: August 26, 2014
/s/ S. Sally Grimes