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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 | ||||||||
Restricted Stock Unit | (6) | 06/27/2013 | M(4) | 4,300 | (7) | (7) | Common Stock | 4,300 | $ 0 | 4,300 | D | ||||
Restricted Stock Unit | (6) | 06/27/2013 | M(4) | 4,940 | (7) | (7) | Common Stock | 4,940 | $ 0 | 9,880 | D | ||||
Non-qualified Stock Option (right to buy) | $ 65.97 | 06/27/2013 | A | 69,070 | (8) | (8) | Common Stock | 69,070 | $ 0 | 69,070 | D | ||||
Restricted Stock Unit | (6) | 06/27/2013 | A | 15,860 | (7) | (7) | Common Stock | 15,860 | $ 0 | 15,860 | D | ||||
Restricted Stock Unit | (6) | 06/28/2013 | M(4) | 4,233 | (7) | (7) | Common Stock | 4,233 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REED SAM K 2021 SPRING ROAD SUITE 600 OAK BROOK, IL 60523 |
X | CEO, Chairman of the Board |
/s/Thomas E. O'Neill, as attorney-in-fact | 07/01/2013 | |
**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) | GRAT annuity payment transfer for no consideration to Sam K. Reed 2008 Trust & Victoria P. Reed 2008 Trust, as Tenants in Common. |
(2) | For the disposition on this report, there was a corresponding acquisition by the Sam K. Reed 2008 Trust and Victoria P. Reed 2008 Trust, as Tenants in Common. Accordingly, Mr. Reed retains a beneficial ownership interest in all 22,448 shares. |
(3) | Held by Sam K. Reed 2008 Trust and Victoria P. Reed 2008 Trust, as Tenants in Common. |
(4) | Settlement of restricted stock units into shares of common stock. |
(5) | Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units. |
(6) | Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc. |
(7) | The restricted stock units vest and settle in stock or cash in three approximately equal installments on each of the first three anniversaries of the grant date. |
(8) | The stock options have a ten-year term and will vest in three approximately equal installments on each of the first three anniversaries of the grant date. |