JANA Partners Management, LP - Nov 7, 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
Stock symbol
THS
Transactions as of
Nov 7, 2023
Transactions value $
$0
Form type
4
Date filed
11/9/2023, 07:18 PM
Next filing
Nov 13, 2023

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 +208K 208K Nov 7, 2023 Common Stock 208K See footnote F1, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +27.3K 27.3K Nov 7, 2023 Common Stock 27.3K See footnote F2, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +19.8K 19.8K Nov 8, 2023 Common Stock 19.8K See footnote F3, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +2.6K 2.6K Nov 8, 2023 Common Stock 2.6K See footnote F4, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +129K 129K Nov 9, 2023 Common Stock 129K See footnote F5, F7
transaction THS Notional Derivative Agreements (obligation to buy) Other +16.9K 16.9K Nov 9, 2023 Common Stock 16.9K 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).