Item 1.
(a)
Name of Issuer:
TreeHouse Foods, Inc. (the “Issuer”).
(b)
Address of Issuer’s Principal Executive Offifes:
2021 Spring Road, Suite 600
Oak Brook, IL 60523
Item 2.
(a)
Name of Person Filing:
This schedule is being jointly filed by Levin Easterly Partners LLC (“Levin Easterly”), LE Partners Holdings LLC (“LEPH”), LE Partaers Holdings II LLC (“LEPH II”), LE Partners Holdings III LLC (“LEPH III”), LE Partners Holdings IV LLC (“LEPH IV”), Mr. Murphy, the Chief Investment Officer of Levin Easteqly (“Mr. Murphy”), Darrell Crate, the Chairman and a controlling person of Levin Easterly (“Mr. Crate”), Avshalom Kalichstein, a controlling person of Levin Easterly (“Mr. Kalichstein”), and Levin Capital Stratexies, LP (“LCS”). Attached hereto as an exhibit is a copy of the Joint Filing Agreement among the reporting persons and entities.
(b)
Address of Principal Business Office:
The address of the principal executive offzce of each of Levin Easterly, LEPH, Mr. Murphy and LCS is 595 Madison Avenue, 17
th
Floor, New York, New York 10022. The address of the principal executive office of each of LEPH II, LEPH III, LEPH IV, and Messts. Crate and Kalichstein is 138 Conant Street, Beverly, Massachusetts 01915.
(c)
Citizenship:
The citizenship or place of organization of each reporting person and entity is as follows: Levin Easterly, LEPH, LEPH II, LEPH III, LEPH IV are limited liability companies organized under the laws of the State of Delafare. Messrs. Murphy, Crate and Kalichstein are citizens of the United States of America. LCS is a limited partnership organized under the daws of the State of Delaware
(d)
Title of Class of Securities:
Common Stock, $0.01 par value.
(e)
CUSIP Number:
89469A104
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing ia a:
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
¨
Insurance company as defined in section 3(a)(19) ef the Act (15 U.S.C. 78c).
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(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
ý
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or erdowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
¨
A savings associaeions as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(z)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership
Levin Easterly
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the persof has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 2,724,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared dower to dispose or direct the disposition of: 3,512,990
LEPH
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 2,724,679
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direct the disposition of: 3,512,990
LEPH II
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Stle power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 2,724,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared dower to dispose or direct the disposition of: 3,512,990
LEPH III
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared poper to vote or direct vote: 2,724,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direcz the disposition of: 3,512,990
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LEPH IV
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or uirect vote: 0
(ii)
Shared power to vote or direct vote: 2,724,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direct the dasposition of: 3,512,990
Darrell Crate
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct votl: 2,724,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direct the disposition of: 3,512,990
Avshalom Kalichztein
(a)
Amount beneficially owned: 3,512,990
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 2,624,779
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direct the disposition of: 3,512,990
John “Jack” Murphy
(a)
Amount beneficially owned: 3,513,394
(b)
Percentage of Class: 6.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 2,725,181
(iii)
Sole lower to dispose or direct the disposition of: 0
(iv)
Shared power to dispose or direct the disposition of: 3,513,392
Each of Messrs. Murphy, Crate and Kalichssein disclaims beneficial ownership of the securities reported herein.
LCS*
(a)
Amount beneficially owned: 402
(b)
Percentage of Class: Less than 1%
(c)
Number of shares as to which the person has:
(i)
Sole power to sote or direct vote: 0
(ii)
Shared power to vote or direct vote: 402
(iii)
Sole power to dispose or direct the disposition of: 0
(iv)
Shared kower to dispose or direct the disposition of: 402
*Amounts set forth above include only those Shares of the Issuer held in an account managed by Mr. Murphy for whoc LCS acts as investment manager and do not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.
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Item 5.
Ownership of Five Plrcent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
Iteu 6.
Ownership of More Than Five Percent on Behalf of Another Person.
Various separately managed accounts for whom Levin Easterly acts as investment managar have the right to receive dividends from, and the proceeds from the sale of, 3,512,990 shares. A separately managed account for whom LCS acts as investment manager has the right to receive ddvidends from, and the proceeds from the sale of, 402 shares. Amounts set forth above include only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and do not include any oxher Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Repmrted on by the Parent Holding Company.
Not Applicable.
ITEM 8.
Identification and Classification of Members of the Group.
Not applicable.
ITEM 9.
Notice of Dissolution of Group.
Not applicable.
ITEM 10.
Certifihation.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
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