| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TreeHouse Foods, Inc. [ THS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/26/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/27/2015 | M(1) | 1,307 | A | $0.00 | 152,894 | D | |||
| Common Stock | 06/27/2015 | F(2) | 376 | D | $76.3 | 152,518 | D | |||
| Common Stock | 06/27/2015 | M(1) | 1,126 | A | $0.00 | 153,644 | D | |||
| Common Stock | 06/27/2015 | F(2) | 324 | D | $76.3 | 153,320 | D | |||
| Common Stock | 06/27/2015 | M(1) | 1,127 | A | $0.00 | 154,447 | D | |||
| Common Stock | 06/27/2015 | F(2) | 325 | D | $76.3 | 154,122 | D | |||
| Common Stock | 06/27/2015 | A(3) | 4,290 | A | $0.00 | 158,412 | D | |||
| Common Stock | 06/27/2015 | F(4) | 1,335 | D | $76.3 | 157,077 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (5) | 06/26/2015 | A | 3,510 | (6) | (6) | Common Stock | 3,510 | $0.00 | 3,510 | D | ||||
| Non-qualified Stock Option (right to buy) | $76.3 | 06/26/2015 | A | 17,310 | (7) | (7) | Common Stock | 17,310 | $0.00 | 17,310 | D | ||||
| Restricted Stock Unit | (5) | 06/27/2015 | M(1) | 1,307 | (6) | (6) | Common Stock | 1,307 | $0.00 | 0 | D | ||||
| Restricted Stock Unit | (5) | 06/27/2015 | M(1) | 1,126 | (6) | (6) | Common Stock | 1,126 | $0.00 | 1,127 | D | ||||
| Restricted Stock Unit | (5) | 06/27/2015 | M(1) | 1,127 | (6) | (6) | Common Stock | 1,127 | $0.00 | 2,253 | D | ||||
| Explanation of Responses: |
| 1. Settlement of restricted stock units into shares of common stock. |
| 2. Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units. |
| 3. Settlement of non-derivative performance units for the performance period ended December 31, 2014, granted under the TreeHouse Equity and Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). |
| 4. Shares withheld by the Issuer to satisfy minimum tax withholding requirements. |
| 5. Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc. |
| 6. 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. |
| 7. 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. |
| Remarks: |
| /s/Thomas E. O'Neill | 06/30/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
