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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $ 46.47 | 06/28/2010 | A | 13,650 | (5) | (5) | Common Stock | 13,650 | $ 0 | 13,650 | D | ||||
Restricted Stock Unit | (6) | 06/28/2010 | A | 4,150 | (7) | (7) | Common Stock | 4,150 | $ 0 | 4,150 | D | ||||
Restriced Stock Unit | (6) | 06/28/2010 | M(3) | 97,390 | (8) | (8) | Common Stock | 97,390 | $ 0 | 0 | D | ||||
Restricted Stock Unit | (6) | 06/29/2010 | M(3) | 2,017 | (7) | (7) | Common Stock | 2,017 | $ 0 | 4,033 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WALSH HARRY J TWO WESTBROOK CORPORATE CENTER SUITE 1070 WESTCHESTER, IL 60154 |
Sr VP of Operations |
/s/Thomas E. O'Neill, as attorney-in-fact | 06/29/2010 | |
**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) | Shares withheld to satisfy minimum tax withholding obligations. |
(2) | The total number of shares have been reduced by 94,641 to exclude a non-derivative performance based award that was included in the past and was not required to be reported. |
(3) | Settlement of restricted stock units into shares of common stock. |
(4) | These shares were sold pursuant to a previously established 10b5-1 plan primarily for the purpose of covering additional tax obligations due to the lapsing of restrictions on restricted stock and restricted stock unit awards. |
(5) | The stock options will vest in three approximately equal installments on each of the first three anniversaries of the grant date. |
(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 restricted stock units vest in three approximately equal installments on each of the first three anniversaries of the grant date. Vested restricted stock units will be delivered to the reporting person five business days following the earlier to occur of (1) the fifth anniversary of the date of grant or (ii) the sixth month anniversary of the date the reporting person's employment with TreeHouse Foods, Inc. terminates. |