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*
WALLING KEVIN R

(Last) (First) (Middle)
19 E. CHOCOLATE AVENUE

(Street)
HERSHEY PA 17033

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [ HSY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
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 10/01/2019 M 7,642 A $107.95 44,599 D
Common Stock 10/01/2019 S(1) 5,404 D $154.061(2) 43,298 D
Common Stock 10/01/2019 S(1) 2,238 D $154.828(3) 41,060 D
Common Stock 10/01/2019 M 4,103 A $99.9 48,702 D
Common Stock 10/01/2019 S(1) 3,203 D $154.038(4) 37,857 D
Common Stock 10/01/2019 S(1) 900 D $154.911(5) 36,957 D
Common Stock 10/01/2019 S(1) 4,700 D $154.009(6) 38,257 D
Common Stock 10/01/2019 S(1) 1,200 D $154.683(7) 37,057 D
Common Stock 10/01/2019 S(1) 100 D $155.39 36,957 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
Non-qualified Stock Option (Right to Buy) $107.95 10/01/2019 M 7,642 (8) 02/21/2027 Common Stock 7,642 $0 7,643 D
Non-qualified Stock Option (Right to Buy) $99.9 10/01/2019 M 4,103 (9) 02/19/2028 Common Stock 4,103 $0 12,312 D
Explanation of Responses:
1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2019.
2. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $153.430 to $154.385. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
3. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $154.430 to $155.400. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
4. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $153.590 to $154.550. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
5. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $154.620 to $155.255. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
6. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $153.270 to $154.265. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
7. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $154.330 to $155.310. Upon the request of the SEC staff, the issuer or a security holder of the issuer, the reporting person undertakes to provide information regarding the number of shares sold at each separate price.
8. The options will vest according to the following schedule: 25% vested on February 22, 2018, 25% vested on February 22, 2019, 25% will vest on February 22, 2020 and 25% will vest on February 22, 2021.
9. The options will vest according to the following schedule: 25% vested on February 20, 2019, 25% will vest on February 20, 2020, 25% will vest on February 20, 2021 and 25% will vest on February 20, 2022.
/s/ Kevin R. Walling 10/03/2019
** 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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