Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Callahan Andrew P
  2. Issuer Name and Ticker or Trading Symbol
Hillshire Brands Co [HSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and President, Retail
(Last)
(First)
(Middle)
C/O THE HILLSHIRE BRANDS COMPANY, 3500 LACEY ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2012
(Street)

DOWNERS GROVE, IL 60515
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/05/2012   M   7,584 A $ 15.15 25,905 D  
Common Stock 12/05/2012   M   15,318 A $ 22.65 41,223 D  
Common Stock 12/05/2012   M   11,485 A $ 18.83 52,708 D  
Common Stock 12/05/2012   F   27,458 (1) D $ 27.93 25,250 (2) D  
Common Stock               178 I By 401(k) Plan

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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 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
Employee Stock Option (right to buy) $ 15.15 12/05/2012   M     7,584 06/28/2012 12/28/2012 Common Stock 7,584 $ 0 0 D  
Employee Stock Option (right to buy) $ 22.65 12/05/2012   M     15,318 06/28/2012 12/28/2012 Common Stock 15,318 $ 0 0 D  
Employee Stock Option (right to buy) $ 18.83 12/05/2012   M     11,485 06/28/2012 12/28/2012 Common Stock 11,485 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Callahan Andrew P
C/O THE HILLSHIRE BRANDS COMPANY
3500 LACEY ROAD
DOWNERS GROVE, IL 60515
      EVP and President, Retail  

Signatures

 /s/ Kent B. Magill for Andrew P. Callahan pursuant to power of attorney previously filed.   12/07/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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 withheld by Hillshire Brands to satisfy the reporting person's exercise price and tax liability incurred upon the exercise of option.
(2) Includes 3,494 restricted stock units that will be converted into shares of common stock, on a one-for-one basis, upon vesting.

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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