Sec Form 4 Filing - REED SAM K @ TreeHouse Foods, Inc. - 2014-09-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
REED SAM K
2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [ THS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Chairman of the Board
(Last) (First) (Middle)
2021 SPRING ROAD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
09/02/2014
(Street)
OAK BROOK, IL60523
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/02/2014 M( 1 )( 2 ) 25,253 A $ 0 33,299 D
Common Stock 09/02/2014 S( 1 ) 21,253 D $ 82.489 ( 3 ) 12,046 D
Common Stock 09/02/2014 S( 1 ) 4,000 D $ 83.1582 ( 4 ) 8,046 D
Common Stock 09/03/2014 M( 1 )( 2 ) 4,747 A $ 0 12,793 D
Common Stock 09/03/2014 S( 1 ) 4,295 D $ 81.5555 ( 5 ) 8,498 D
Common Stock 09/03/2014 S( 1 ) 452 D $ 82.116 ( 6 ) 8,046 D
Common Stock 566,929 I In Trust ( 7 )
Common Stock 24,242 I Held by Spouse's Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-qualified Options (right to buy) $ 29.65 09/02/2014 M( 1 )( 2 ) 25,253 ( 2 ) 06/28/2015 Common Stock 25,253 $ 0 225,124 D
Non-qualified Options (right to buy) $ 29.65 09/03/2014 M( 1 )( 2 ) 4,747 ( 2 ) 06/28/2015 Common Stock 4,747 $ 0 220,377 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REED SAM K
2021 SPRING ROAD
SUITE 600
OAK BROOK, IL60523
X CEO, Chairman of the Board
Signatures
/s/ Thomas E. O'Neill, as attorney-in-fact 09/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options exercised and underlying shares sold pursuant to a pre-established 10b5-1 trading plan.
( 2 )The stock options were granted in 2005, vested in three approximately equal installments on each of the first three anniversaries of the grant date and are nearing the expiration of their ten year term. The stock options expire on June 28, 2015.
( 3 )The price reported in in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.92 to $82.90, inclusive. The reporting person undertakes to provide to TreeHouse Foods, Inc., any security holder of TreeHouse Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 4 )The price reported in in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.94 to $83.35, inclusive. The reporting person undertakes to provide to TreeHouse Foods, Inc., any security holder of TreeHouse Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 5 )The price reported in in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.14 to $81.985, inclusive. The reporting person undertakes to provide to TreeHouse Foods, Inc., any security holder of TreeHouse Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 6 )The price reported in in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.00 to $82.43, inclusive. The reporting person undertakes to provide to TreeHouse Foods, Inc., any security holder of TreeHouse Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 7 )Held by Sam K. Reed 2008 Trust & Victoria P. Reed 2008 Trust, as Tenants in Common.

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