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^*

LITTLE PATRICIA A

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

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	04/15/2015		A		16,543	A	$0	16,543	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)
Non-qualified Stock Option (Right to Buy)	$100.65	04/15/2015		A		28,830		⁽¹⁾	04/14/2025	Common Stock	28,830	$100.65	28,830	D

Explanation of Responses:

1. Options vest according to the following schedule: 25% vest on the first anniversary of the grant date, an additional 25% vest on the second anniversary of the grant date, an additional 25% vest on the third anniversary of the grant date, and the options become fully vested on the fourth anniversary of the grant date.

	/s/ Patricia A. Little	04/17/2015
	** 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/ Patricia A. Little, Principal
April 6, 2015


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, her 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 granted, 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/ Patricia A. Little, Principal
April 6, 2015


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
April 6, 2015


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
April 6, 2015


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
April 7, 2015