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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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.

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