Sec Form 4 Filing - REED SAM K @ TreeHouse Foods, Inc. - 2014-06-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 06/04/2014 (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 06/04/2013 G( 1 ) V 24,276 D ( 2 ) $ 0 0 I Held by Spouse's GRATs. Common Stock 06/04/2013 G( 1 ) V 24,276 A ( 2 ) $ 0 566,929 I In Trust ( 3 ) Common Stock 24,242 I Held by Spouse's Trust. ( 4 ) Common Stock 06/27/2014 M( 5 ) 4,300 A $ 0 4,300 D Common Stock 06/27/2014 F( 6 ) 1,918 D $ 79.89 2,382 D Common Stock 06/27/2014 M( 5 ) 4,940 A $ 0 7,322 D Common Stock 06/27/2014 F( 6 ) 2,204 D $ 79.89 5,118 D Common Stock 06/27/2014 M( 5 ) 5,287 A $ 0 10,405 D Common Stock 06/28/2014 F( 6 ) 2,359 D $ 79.89 8,046 D Common Stock 07/01/2014 M( 7 ) 30,000 A $ 29.65 38,046 D Common Stock 07/01/2014 S( 7 ) 30,000 D $ 77.5 8,046 D

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 Restricted Stock Unit ( 8 ) 06/27/2014 M( 5 ) 4,300 ( 9 ) ( 9 ) Common Stock 4,300 $ 0 0 D Restricted Stock Unit ( 8 ) 06/27/2014 M( 5 ) 4,940 ( 9 ) ( 9 ) Common Stock 4,940 $ 0 4,940 D Non-qualified Stock Option (right to buy) $ 79.89 06/27/2014 A 69,860 ( 10 ) ( 10 ) Common Stock 69,860 $ 0 69,860 D Restricted Stock Unit ( 8 ) 06/27/2014 A 15,010 ( 9 ) ( 9 ) Common Stock 15,010 $ 0 15,010 D Restricted Stock Unit ( 8 ) 06/28/2014 M( 5 ) 5,287 ( 9 ) ( 9 ) Common Stock 5,287 $ 0 10,573 D Non-qualified Options (right to buy) $ 29.65 07/01/2014 M( 7 ) 30,000 ( 11 ) 06/28/2015 Common Stock 30,000 $ 0 280,377 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 07/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )GRAT annuity payment transfer for no consideration to Sam K. Reed 2008 Trust & Victoria P. Reed 2008 Trust, as Tenants in Common. ( 2 )For the disposition on this report, there was a corresponding acquisition by the Sam K. Reed 2008 Trust and Victoria P. Reed 2008 Trust, as Tenants in Common. Accordingly, Mr. Reed retains a beneficial ownership interest in all 24,276 shares. ( 3 )Held by Sam K. Reed 2008 Trust and Victoria P. Reed 2008 Trust, as Tenants in Common. ( 4 )These shares, now held by the Victoria P. Reed 2010 Non Exempt Trust, were previously held by the Spouse's GRAT prior to distribution of all shares out of the GRAT upon its expiration and pursuant to its terms. ( 5 )Settlement of restricted stock units into shares of common stock. ( 6 )Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units. ( 7 )Options exercised and underlying shares sold pursuant to a pre-established 10b5-1 trading plan. ( 8 )Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc. ( 9 )The restricted stock units vest and settle in stock or cash in three approximately equal installments on each of the first three anniversaries of the grant date. ( 10 )The stock options have a ten-year term and will vest in three approximately equal installments on each of the first three anniversaries of the grant date. ( 11 )The stock options have a ten-year term and vested in three approximately equal installments on each of the first three anniversaries of the grant date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.