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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bennink Jan C/O THE HILLSHIRE BRANDS COMPANY 3500 LACEY ROAD DOWNERS GROVE, IL 60515 |
X | Executive Chairman | ||
| /s/ Helen N. Kaminski for Jan Bennink pursuant to power of attorney previously filed. | 07/02/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock withheld by Sara Lee to satisfy the reporting person's tax liability incurred upon the vesting of restricted stock units (RSUs). |
| (2) | Represents shares of common stock subject to RSUs that vested upon completion of the spin-off, of which (i) 68,467 shares were forfeited to reflect pro-rata vesting through the spin-off date, and (ii) 68,466 shares were converted to RSUs of DEMB at the time of the spin and will settle in shares of DEMB. |
| Remarks: On June 28, 2012, Sara Lee Corporation completed the spin-off of its international coffee and tea business, named D.E MASTER BLENDERS 1753 N.V. ("DEMB"), through a pro rata stock dividend. Effective upon completion of the spin-off (i) all outstanding Sara Lee restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options granted to employees prior to November 2011 vested, with the PSUs vesting to the extent applicable performance goals were achieved, (ii) the Compensation and Employee Benefits Committee of Sara Lee's Board of Directors adjusted all outstanding equity awards to preserve the pre-spin-off intrinsic value of such equity awards (the "Adjustment"), and (iii) the name of Sara Lee was changed to The Hillshire Brands Company. The Adjustment will be made using a fraction of which the numerator is the volume weighted average price of Sara Lee common stock trading the regular way on the New York Stock Exchange over June 27 and 28, 2012, the two trading days prior to the spin-off, and the denominator is the volume weighted average price of The Hillshire Brands Company common stock on the New York Stock Exchange over the first two trading days after the spin-off. The share numbers reflected in this Form 4 reflect the vesting of equity awards upon completion of the spin-off but do not reflect the Adjustment. | |