SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VERMYLEN DAVID B

(Last) (First) (Middle)
2021 SPRING ROAD
SUITE 600

(Street)
OAK BROOK IL 60523

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/29/2021 M(1) 20,660 A $0 51,250 D
Common Stock 04/29/2021 M(1) 3,010 A $0 54,260 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 (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 Securities Underlying Derivative Security (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: 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 (2) 04/29/2021 M(1) 20,660 (3) (3) Common Stock 20,660 $0 3,283 D
Restricted Stock Unit (2) 04/29/2021 M(1) 3,010 (4) (4) Common Stock 3,010 $0 273 D
Restricted Stock Unit (2) 04/29/2021 D(5) 273 (6) (6) Common Stock 273 $0 0 D
Explanation of Responses:
1. Settlement of deferred restricted stock units into shares of common stock.
2. Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
3. The restricted stock units were granted on various dates between June 27, 2011 and May 1, 2019. Unless deferred, the restricted stock units vest and settle in stock or cash upon the 12-month anniversary of the grant date.
4. The restricted stock units have a grant date of May 11, 2020. Unless deferred, the restricted stock units vest and settle in stock or cash upon the 12-month anniversary of the grant date. This represents the settlement of restricted stock units that vested on a pro-rata basis through the resignation of the reporting person.
5. Restricted stock units not yet vested were cancelled upon resignation of the reporting person.
6. The restricted stock units have a grant date of May 11, 2020. Unless deferred, the restricted stock units vest and settle in stock or cash upon the 12-month anniversary of the grant date.
Remarks:
/s/ Thomas E. O'Neill, by Power of Attorney 05/03/2021
** Signature of Reporting Person 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.
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