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4//SEC Filing

Hillshire Brands Co 4

Accession 0001209191-14-055348

CIK 0000023666operating

Filed

Sep 1, 8:00 PM ET

Accepted

Sep 2, 9:45 PM ET

Size

13.7 KB

Accession

0001209191-14-055348

Insider Transaction Report

Form 4
Period: 2014-08-28
Oleksiuk Mary
SVP, Chief Human Resources Off
Transactions
  • Disposition from Tender

    Common Stock

    2014-08-28$63.00/sh229$14,4270 total(indirect: By 401(k))
  • Disposition to Issuer

    Performance Shares

    2014-08-28$63.00/sh25,151$1,584,5130 total
    Common Stock (25,151 underlying)
  • Disposition to Issuer

    Employee stock option (right to buy)

    2014-08-28$63.00/sh39,593$2,494,3590 total
    Exercise: $30.59Exp: 2023-01-24Common 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%).

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, 9:45 PM ET
Size
13.7 KB