4//SEC Filing
Hillshire Brands Co 4
Accession 0001209191-14-055340
CIK 0000023666operating
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 9:12 PM ET
Size
17.1 KB
Accession
0001209191-14-055340
Insider Transaction Report
Form 4
Davis Donald C
SVP and President, Foodservice
Transactions
- Disposition from Tender
Common Stock
2014-08-28$63.00/sh−13,533$852,579→ 0 total - Disposition to Issuer
Performance Shares
2014-08-28$63.00/sh−20,531$1,293,453→ 0 total→ Common Stock (20,531 underlying) - Disposition from Tender
Common Stock
2014-08-28$63.00/sh−479$30,177→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee stock option (right to buy)
2014-08-28$63.00/sh−13,344$840,672→ 0 totalExercise: $25.32Exp: 2022-08-10→ Common Stock (13,344 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2014-08-28$63.00/sh−6,195$390,285→ 0 totalExercise: $28.65Exp: 2021-11-04→ Common Stock (6,195 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2014-08-28$63.00/sh−24,883$1,567,629→ 0 totalExercise: $25.85Exp: 2022-08-23→ Common Stock (24,883 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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).
- [F4]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.
- [F5]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%).
Documents
Issuer
Hillshire Brands Co
CIK 0000023666
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0000023666
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 9:12 PM ET
- Size
- 17.1 KB