Sec Form 4 Filing - ONeill Thomas Emmet III @ TreeHouse Foods, Inc. - 2018-06-26

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
ONeill Thomas Emmet III
2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [ THS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP, Gen Counsel & CAO
(Last) (First) (Middle)
2021 SPRING ROAD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
06/26/2018
(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 06/26/2018 M( 1 ) 1,170 A $ 0 134,416 D
Common Stock 06/26/2018 F( 2 ) 329 D $ 53.71 134,087 D
Common Stock 06/26/2018 A( 3 ) 1,172 A $ 0 135,259 D
Common Stock 06/26/2018 F( 4 ) 330 D $ 53.71 134,929 D
Common Stock 06/27/2018 M( 1 ) 1,083 A $ 0 136,012 D
Common Stock 06/27/2018 F( 2 ) 305 D $ 53.22 135,707 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 ( 5 ) 06/26/2018 M( 1 ) 1,170 ( 6 ) ( 6 ) Common Stock 1,170 $ 0 0 D
Restricted Stock Unit ( 5 ) 06/27/2018 M( 1 ) 1,083 ( 7 ) ( 7 ) Common Stock 1,083 $ 0 1,083 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONeill Thomas Emmet III
2021 SPRING ROAD
SUITE 600
OAK BROOK, IL60523
Exec VP, Gen Counsel & CAO
Signatures
Thomas E. O'Neill 06/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Settlement of restricted stock units into shares of common stock.
( 2 )Shares withheld to satisfy minimum tax withholding requirements upon vesting of restricted stock units.
( 3 )Settlement of non-derivative performance units for the performance period ended December 31, 2017, granted under the TreeHouse Equity and Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
( 4 )Shares withheld to satisfy minimum tax withholding requirements upon settlement of non-derivative performance units.
( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
( 6 )The grant date of the restricted stock units was June 26, 2015. 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.
( 7 )The grant date of the restricted stock units was June 27, 2016. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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