0001209191-14-055344.txt : 20140902 0001209191-14-055344.hdr.sgml : 20140901 20140902212247 ACCESSION NUMBER: 0001209191-14-055344 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: HENRY MARIA CENTRAL INDEX KEY: 0001241808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 141078782 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 0001241808 HENRY MARIA C/O THE HILLSHIRE BRANDS COMPANY 400 SOUTH JEFFERSON STREET CHICAGO IL 60607 0 1 0 0 EVP & CFO Common Stock 2014-08-28 4 U 0 11585 63.00 D 0 D Common Stock 2014-08-28 4 U 0 360 63.00 D 0 I By 401(k) Plan Employee stock option (right to buy) 28.65 2014-08-28 4 D 0 32952 63.00 D 2021-11-04 Common Stock 32952 0 D Employee stock option (right to buy) 25.32 2014-08-28 4 D 0 70977 63.00 D 2022-08-10 Common Stock 70977 0 D Employee stock option (right to buy) 25.85 2014-08-28 4 D 0 103678 63.00 D 2022-08-23 Common Stock 103678 0 D Performance Shares 2014-08-28 4 D 0 91590 63.00 D Common Stock 91590 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 5,822 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 Maria Henry pursuant to power of attorney filed herewith. 2014-09-02 EX-24.4_536661 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned, Maria Henry, 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 27, 2014 /s/ Maria Henry