SEC Filing | The Hershey Company

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SEC FORM 4 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)

100 CRYSTAL A DRIVE

(Street)

HERSHEY

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)
06/16/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2014		F		3,607	D	$98.05	25,872	D
Common Stock	06/17/2014		S⁽¹⁾		4,218	D	$97.8⁽²⁾	21,654	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 February 18, 2014.

2. This reflects the weighted average price for the shares, which were sold in multiple transactions at prices that ranged from $97.56 to $98.09. 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.

	/s/Kevin R. Walling	06/18/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

NOTICE

THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE
(YOUR "AGENT") BROAD POWERS TO HANDLE YOUR PROPERTY, WHICH MAY INCLUDE
POWERS TO SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY
WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU.

THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE
GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE
CARE TO ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE
DURATION OF THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING
ON YOUR BEHALF TERMINATES YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT
IS NOT ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE
EXPLAINED MORE FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND,
YOU SHOULD ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.

I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS CONTENTS.

/s/Kevin R. Walling, Principal
April 30, 2014


KNOW ALL MEN by these presents, that the undersigned hereby constitutes
and appoints Adrian D. Mebane, James Turoff and Kathleen S. Purcell, and
each of them, his true and lawful agent to:

(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 relating
to transactions in securities of The Hershey Company in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) execute for and on behalf of the undersigned Form 144 relating to
transactions in securities of The Hershey Company in accordance with
Rule 144 of the Securities Act of 1933 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any such
Forms 3, 4, 5 and 144 and the timely filing of such forms with the United
States Securities and Exchange Commission and any other authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such agent, may be of benefit to, in the
best interest of, or legally required of, the undersigned, it being
understood that the documents executed by each such agent on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as each such agent may approve
in his/her discretion.

The undersigned hereby grants to each such agent full power and authority to
do and perform all and every act and thing whatsoever requisite, necessary and
proper to be done in the exercise of any of the rights and powers herein
ranted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such agent shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing agents, each
in serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until such time
as the undersigned terminates it in writing.

/s/Kevin R. Walling, Principal
April 30, 2014


ACKNOWLEDGEMENT

I, Adrian D. Mebane, have read the Power of Attorney and am one of three
persons identified as the agents for the principal.  I hereby acknowledge
that in the absence of a specific provision to the contrary in the Power
of Attorney or in 20 Pa.C.S., when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.

/s/Adrian D. Mebane
May 12, 2014


ACKNOWLEDGEMENT

I, James Turoff, have read the Power of Attorney and am one of three
persons identified as the agents for the principal.  I hereby acknowledge
that in the absence of a specific provision to the contrary in the Power
of Attorney or in 20 Pa.C.S., when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.

/s/James Turoff
May 12, 2014


ACKNOWLEDGEMENT

I, Kathleen S. Purcell, have read the Power of Attorney and am one of
three persons identified as the agents for the principal.  I hereby
acknowledge that in the absence of a specific provision to the contrary
in the Power of Attorney or in 20 Pa.C.S., when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.

/s/Kathleen S. Purcell
May 12, 2014