Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JANA Partners Management, LP

(Last)

(First)

(Middle)

767 5TH AVENUE

8TH FLOOR

(Street)

NEW YORK

10153

(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)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional Derivative Agreements (obligation to buy)⁽¹⁾	⁽¹⁾	11/07/2023		J/K⁽¹⁾		207,679		⁽¹⁾	⁽¹⁾	Common Stock	207,679	⁽¹⁾	207,679	I	See footnote⁽⁷⁾
Notional Derivative Agreements (obligation to buy)⁽²⁾	⁽²⁾	11/07/2023		J/K⁽²⁾		27,321		⁽²⁾	⁽²⁾	Common Stock	27,321	⁽²⁾	27,321	I	See footnote⁽⁷⁾
Notional Derivative Agreements (obligation to buy)⁽³⁾	⁽³⁾	11/08/2023		J/K⁽³⁾		19,765		⁽³⁾	⁽³⁾	Common Stock	19,765	⁽³⁾	19,765	I	See footnote⁽⁷⁾
Notional Derivative Agreements (obligation to buy)⁽⁴⁾	⁽⁴⁾	11/08/2023		J/K⁽⁴⁾		2,599		⁽⁴⁾	⁽⁴⁾	Common Stock	2,599	⁽⁴⁾	2,599	I	See footnote⁽⁷⁾
Notional Derivative Agreements (obligation to buy)⁽⁵⁾	⁽⁵⁾	11/09/2023		J/K⁽⁵⁾		128,694		⁽⁵⁾	⁽⁵⁾	Common Stock	128,694	⁽⁵⁾	128,694	I	See footnote⁽⁷⁾
Notional Derivative Agreements (obligation to buy)⁽⁶⁾	⁽⁶⁾	11/09/2023		J/K⁽⁶⁾		16,942		⁽⁶⁾	⁽⁶⁾	Common Stock	16,942	⁽⁶⁾	16,942	I	See footnote⁽⁷⁾

Explanation of Responses:

1. JANA (as defined below) is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.

2. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $38.52. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.

3. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.

4. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.

5. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of April 6, 2026.

6. JANA is a party to certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $39.92. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of September 22, 2026.

7. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.

Remarks:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Scott Ostfeld, a Partner of the Reporting Person, currently serves on the board of directors of the Issuer. JANA was previously a relying adviser of JANA Partners LLC, and from and after the effectiveness of its application for investment advisor registration, will replace JANA Partners LLC as the reporting person on all filings, including Section 16 filings, with respect to securities held in various accounts under its management and control. Accordingly, JANA Partners LLC will no longer be filing under Section 16(a) with respect to the Issuer and such filings will be made by the Reporting Person. The prior Section 16 filings were made under the CIK of JANA Partners LLC (CIK 0001159159).

	/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	11/09/2023
	** 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).
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