Hillshire Brands Co 4
4 · Hillshire Brands Co · Filed Sep 2, 2014
Insider Transaction Report
Form 4
Oleksiuk Mary
SVP, Chief Human Resources Off
Transactions
- Disposition from Tender
Common Stock
2014-08-28$63.00/sh−229$14,427→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Performance Shares
2014-08-28$63.00/sh−25,151$1,584,513→ 0 total→ Common Stock (25,151 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2014-08-28$63.00/sh−39,593$2,494,359→ 0 totalExercise: $30.59Exp: 2023-01-24→ Common Stock (39,593 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%).