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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fraleigh Christopher J C/O SARA LEE CORPORATION 3500 LACEY ROAD DOWNERS GROVE, IL 60515 |
Executive Vice President |
/s/ Helen N. Kaminski for Christopher J. Fraleigh pursuant to power of attorney previously filed. | 09/02/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of common stock issued upon the vesting of fiscal 2009 to 2011 performance-based restricted stock units ("PSUs"). The PSUs were eligible for vesting and conversion into common stock only if Sara Lee achieved certain specified levels of total stockholder return ("TSR") (i.e., stock price appreciation plus reinvested dividends), relative to a group of peer companies, over the three-year performance period. Depending upon Sara Lee's relative TSR, possible payouts ranged from 0% to 200% of the original PSU grant. Based on Sara Lee's actual TSR results over the three-year cumulative period ending with fiscal 2011 relative to the peer group, 160% of the original PSU grant vested and were converted into common stock on August 31, 2011. |
(2) | Represents shares of common stock withheld by Sara Lee to satisfy the reporting person's tax liability incurred upon the vesting of PSUs and RSUs. |
(3) | Includes 112,439 RSUs that may be settled only for shares of common stock. RSUs generally vest one to five years after the grant date and, upon vesting, are convertible into shares of common stock on a one-for-one basis. RSUs vest based on the reporting person's continued employment through the vesting period. |
(4) | Includes 1,854 shares acquired as a participant in a dividend reinvestment plan. |