SEC Form 4 · accession 0001209191-16-129958
TreeHouse Foods, Inc. · THS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sam K Reed
Officer — CEO, Chairman of the Board · Director
Period of report
Jun 26, 2016
Accepted (ET)
Jun 28, 2016 · 7:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 26, 2016 | M | 5,854 | $0.00 | A | 23,287 | D | |
| Common Stock | Jun 26, 2016 | F | 1,684 | $97.33 | D | 21,603 | D | |
| Common Stock | Jun 27, 2016 | M | 5,287 | $0.00 | A | 26,890 | D | |
| Common Stock | Jun 27, 2016 | F | 1,653 | $98.28 | D | 25,237 | D | |
| Common Stock | Jun 27, 2016 | M | 5,003 | $0.00 | A | 30,240 | D | |
| Common Stock | Jun 27, 2016 | F | 2,169 | $98.28 | D | 28,071 | D | |
| Common Stock | Jun 27, 2016 | A | 30,888 | $0.00 | A | 58,959 | D | |
| Common Stock | Jun 27, 2016 | F | 14,116 | $98.28 | D | 44,843 | D | |
| Common StockF5 | holding | — | — | — | 574,975 | I | In trust. | |
| Common Stock | holding | — | — | — | 24,242 | I | Held by spouse's trust. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF6,F7 | — | Jun 27, 2016 | A | 16,830 | A | — | — | Common Stock | 16,830 | 16,830 | D |
| Non-qualified Stock Option (right to buy)F8 | $98.28 | Jun 27, 2016 | A | 82,400 | A | — | — | Common Stock | 82,400 | 82,400 | D |
| Restricted Stock UnitF6,F7 | — | Jun 26, 2016 | M | 5,854 | D | — | — | Common Stock | 5,854 | 11,706 | D |
| Restricted Stock UnitF6,F7 | — | Jun 27, 2016 | M | 5,287 | D | — | — | Common Stock | 5,287 | 0 | D |
| Restricted Stock UnitF6,F7 | — | Jun 27, 2016 | M | 5,003 | D | — | — | Common Stock | 5,003 | 5,003 | D |
Explanation of responses
- F1Settlement of restricted stock units into shares of common stock.
- F2Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units.
- F3Settlement of non-derivative performance units for the performance period ended December 31, 2015, granted under the TreeHouse Equity and Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16(b)-3(d).
- F4Shares withheld by the Issuer to satisfy minimum tax withholding requirements.
- F5Held by Sam K. Reed 2008 Trust and Victoria P. Reed 2008 Trust, as Tenants in Common.
- F6Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
- F7The 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.
- F8The 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.