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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| phantom stock | $ 0 (4) | 12/31/2007 | A | 628.14 (5) | (6) | (6) | common stock | 628.14 | $ 0 | 1,854.72 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WARD JONATHAN P C/O LAZARD FRERES & CO. LLC 191 S. LASALLE STREET CHICAGO, IL 60603 |
X | |||
| /s/ Helen N. Kaminski For Jonathan P. Ward pursuant to power of attorney previously filed. | 01/03/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | Consists of restricted stock units (RSUs) granted for serving on the Board of Directors, and on one or more Committees of the Board, during calendar year 2008. The RSUs will vest on January 2, 2009 and will be converted into shares of Sara Lee common stock on a one-for-one basis on the date six months after the reporting person ceases to be a director of Sara Lee. |
| (2) | Includes 21,632 RSUs that may be settled only for shares of common stock. RSUs 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 Sara Lee. |
| (3) | Includes 21 shares acquired as a participant in Sara Lee Corporation's dividend reinvestment plan. |
| (4) | The phantom stock units will convert into shares of Sara Lee common stock on a one-for-one basis. |
| (5) | Represents director fees deferred and dividend reinvestment credits accrued in the reporting person's account in the Sara Lee Corporation Non-Employee Director Deferred Compensation Program. Shares units were acquired on December 31, 2007 at a price of $16.125 per share and will be settled only for shares of Sara Lee common stock on a one-for-one basis. |
| (6) | The reporting person will receive shares of Sara Lee common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan. |