Sec Form 4 Filing - Wege D Michael @ HERSHEY CO - 2017-03-15

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
Wege D Michael
2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [ HSY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Chief Admin Officer
(Last) (First) (Middle)
100 CRYSTAL A DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2017
(Street)
HERSHEY, PA17033
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 03/15/2017 S( 1 ) 100 D $ 108.72 28,505 D
Common Stock 03/15/2017 M 890 A $ 35.87 29,395 D
Common Stock 03/15/2017 S( 1 ) 890 D $ 108.72 28,505 D
Common Stock 03/15/2017 M 110 A $ 34.89 28,615 D
Common Stock 03/15/2017 S( 1 ) 110 D $ 108.72 28,505 D
Common Stock 03/16/2017 F 239 D $ 109.47 28,266 D
Common Stock 879.9222 ( 2 ) I 401(k) Plan
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 Stock Option (Right to Buy) $ 35.87 03/15/2017 M 890 ( 3 ) 02/12/2018 Common Stock 890 $ 0 0 D
Non-qualified Stock Option (Right to Buy) $ 34.89 03/15/2017 M 110 ( 4 ) 02/16/2019 Common Stock 110 $ 0 21,440 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wege D Michael
100 CRYSTAL A DRIVE
HERSHEY, PA17033
SVP, Chief Admin Officer
Signatures
/s/ D. Michael Wege 03/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 22, 2016.
( 2 )The total amount of securities reported as indirectly owned by the reporting person represents a reduction of 1.1625 shares allocated to the reporting person's account in the Company's 401(k) Plan ("Plan") as of February 28, 2017. To manage liquidity needs of the Plan, the Plan trustee from time-to-time maintains a lower overall share balance (versus cash) in the Plan, which in this instance resulted in a reduction in the number of shares allocated to the reporting person's account when compared to the reporting person's Form 4 filed on February 24, 2017. The information is based on a report dated March 1, 2017, provided by the Plan trustee.
( 3 )The options vested according to the following schedule: 25% vested on February 13, 2009, 25% vested on February 13, 2010, 25% vested on February 13, 2011 and 25% vested on February 13, 2012.
( 4 )The options vested according to the following schedule: 25% vested on February 17, 2010, 25% vested on February 17, 2011, 25% vested on February 17, 2012 and 25% vested on February 17, 2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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