JANA Partners Management, LP - 25 Apr 2024 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
25 Apr 2024
Net transactions value
$0
Form type
4
Filing time
29 Apr 2024, 16:30:51 UTC
Previous filing
01 Mar 2024
Next filing
29 Aug 2024
SEC
View on sec.gov

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 +3,261 +0.07% $0.000000 4,910,950 25 Apr 2024 See Footnote F1, F2

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 -3,261 -100% $0.000000* 0 25 Apr 2024 Common Stock 3,261 See Footnote F1, F2, F3, F4
transaction THS Restricted Stock Units Award $0 +4,798 $0.000000 4,798 25 Apr 2024 Common Stock 4,798 See Footnote F2, F3, F5
* 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 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 founder of the GP and indirect control person of JANA is Barry Rosenstein. JANA, the GP 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.
F3 Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
F4 These restricted stock units have a grant date of April 27, 2023. These restricted stock units vested and settled in stock on April 25, 2024. Scott Ostfeld ("Mr. 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.
F5 These restricted stock units have a grant date of April 25, 2024. Unless deferred, restricted stock units vest and settle in stock or cash upon the earlier of the 12-month anniversary of the grant date or the Issuer's 2025 Annual Meeting. Mr. Ostfeld 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 will be made to the Reporting Person.

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.