Jana Partners Llc - May 2, 2023 Form 4 Insider Report for TreeHouse Foods, Inc. (THS)

Role
Director, Other*
Signature
s/ JANA Partners LLC, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Stock symbol
THS
Transactions as of
May 2, 2023
Transactions value $
$0
Form type
4
Date filed
5/4/2023, 04:30 PM
Previous filing
May 1, 2023
Next filing
Jun 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THS Common Stock, par value $0.01 per share Options Exercise $0 +5.97K +0.13% $0.00 4.75M May 2, 2023 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction THS Restricted Stock Units Options Exercise $0 -5.97K -100% $0.00* 0 May 2, 2023 Common Stock 5.97K See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Settlement of restricted stock units into shares of common stock.
F2 Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
F3 The restricted stock units have a grant date of May 2, 2022. Unless deferred, restricted stock units vest and settle in stock or cash upon the 12-month anniversary of the grant date. Scott Ostfeld, a Partner of the Reporting Person who currently serves on the board of directors of the Issuer, has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting was made to the Reporting Person.
F4 JANA Partners LLC ("JANA") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.

Remarks:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Ostfeld currently serves on the board of directors of the Issuer.