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 *
KOELLNER LAURETTE T
   2. Issuer Name and Ticker or Trading Symbol
Hillshire Brands Co [HSH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O THE HILLSHIRE BRANDS COMPANY, 400 SOUTH JEFFERSON STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2013
(Street)

CHICAGO, IL 60607		 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 02/28/2013   M   48 A (1) 21,019 (2) (3) D  

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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
Phantom Stock (1) 02/28/2013   M     48 02/28/2013 02/28/2013 Common stock 48 $ 0 5,997.5506 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOELLNER LAURETTE T
C/O THE HILLSHIRE BRANDS COMPANY
400 SOUTH JEFFERSON STREET
CHICAGO, IL 60607		   X      

Signatures

 /s/ Kent B. Magill for Laurette T. Koellner pursuant to power of attorney filed previously.   03/04/2013
**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) Shares of common stock issued upon settlement of phantom stock units accrued in the Deferral Program of the The Hillshire Brands Company Compensation Policy for Non-Employee Directors. Phantom units were convered into common stock, on a one-for-one basis, on the date previously specified by the reporting person.
(2) Includes 1,061 RSUs acquired in the company's dividend reinvestment plan with accrued dividend equivalents.
(3) Includes 16,993 RSUs that may be settled only for shares of common stock, RSUs generally vest one year after the grant date and, on the settlement date, are convertible into shares of common stock on a one-for-one basis. The settlement date is six months after the reporting person ceases to be a director of The Hillshire Brands Company.
(4) Represents director fees deferred and dividend reinvestment credits accrued in the reporting person's Deferral Program account in accordance with The Hillshire Brands Company Compensation Policy for Non-Employee Directors. Phantom stock units will be settled only for shares of The Hillshire Brands Company common stock on a one-for-one basis on the dates previously specified by the reporting person.

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