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4//SEC Filing

Hillshire Brands Co 4

Accession 0001209191-14-055342

CIK 0000023666operating

Filed

Sep 1, 8:00 PM ET

Accepted

Sep 2, 9:17 PM ET

Size

13.7 KB

Accession

0001209191-14-055342

Insider Transaction Report

Form 4
Period: 2014-08-28
Grimes Sally
SVP, Chief Innovation Officer
Transactions
  • Disposition to Issuer

    Performance Shares

    2014-08-28$63.00/sh17,255$1,087,0650 total
    Common Stock (17,255 underlying)
  • Disposition from Tender

    Common Stock

    2014-08-28$63.00/sh288$18,1440 total(indirect: By 401(k))
  • Disposition to Issuer

    Employee stock option (right to buy)

    2014-08-28$63.00/sh20,736$1,306,3680 total
    Exercise: $25.85Exp: 2022-08-23Common Stock (20,736 underlying)
Footnotes (4)
  • [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]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).
  • [F3]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.
  • [F4]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%).

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, 9:17 PM ET
Size
13.7 KB