JANA Partners Management, LP - 07 Nov 2023 Form 4 Insider Report for TreeHouse Foods, Inc. (THS)

Role
Director, Other*
Signature
/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Issuer symbol
THS
Transactions as of
07 Nov 2023
Net transactions value
$0
Form type
4
Filing time
09 Nov 2023, 19:18:16 UTC
Next filing
13 Nov 2023
SEC
View on sec.gov

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 Notional Derivative Agreements (obligation to buy) Other +207,679 207,679 07 Nov 2023 Common Stock 207,679 See footnote F1, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +27,321 27,321 07 Nov 2023 Common Stock 27,321 See footnote F2, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +19,765 19,765 08 Nov 2023 Common Stock 19,765 See footnote F3, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +2,599 2,599 08 Nov 2023 Common Stock 2,599 See footnote F4, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +128,694 128,694 09 Nov 2023 Common Stock 128,694 See footnote F5, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +16,942 16,942 09 Nov 2023 Common Stock 16,942 See footnote F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 JANA (as defined below) is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.
F2 JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.
F3 JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.
F4 JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.
F5 JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.
F6 JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.
F7 JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein. 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, if any.

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 Scott Ostfeld, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer. JANA was previously a relying adviser of JANA Partners LLC, and from and after the effectiveness of its application for investment advisor registration, will replace JANA Partners LLC as the reporting person on all filings, including Section 16 filings, with respect to securities held in various accounts under its management and control. Accordingly, JANA Partners LLC will no longer be filing under Section 16(a) with respect to the Issuer and such filings will be made by the Reporting Person. The prior Section 16 filings were made under the CIK of JANA Partners LLC (CIK 0001159159).