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 	  
OMB APPROVAL
OMB Number:	3235-0287	
Estimated average burden	
hours per response:	0.5	

	
	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*
O'Day Terence L	

(Last)	(First)	(Middle)	
100 CRYSTAL A DRIVE	

(Street) 
HERSHEY	PA	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 Supply Chain Officer	
		
	3. Date of Earliest Transaction (Month/Day/Year)
01/16/2015 		
	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) 	
			Code	V	Amount	(A) or (D)	Price				
Common Stock	01/16/2015		M		12,500	A	$51.42 	38,007	D		
Common Stock	01/16/2015		S(1) 		12,500	D	$110 	25,507	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) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Non-qualified Stock Option (Right to Buy)	$51.42 	01/16/2015		M			12,500	(2) 	02/21/2021	Common Stock	12,500	$0 	37,875	D		
Explanation of Responses:	
1. The shares reported as sold above were sold pursuant to a Rule 10b5-1 plan that was established by Mr. O'Day on February 14, 2014 and which plan has not been amended or modified since adoption. As is customary for plans of this type, it included fixed future sale prices, including the shares sold and reported above at a limit price of $110 per share. Under Company policy, Mr. O'Day is unable to modify the Rule 10b5-1 plan.	
2. The options vest according to the following schedule: 25% vested on February 22, 2012, 25% vested on February 22, 2013, 25% vested on February 22, 2014 and 25% will vest on February 22, 2015.	
	/s/ Terence L. O'Day	01/19/2015	
	** 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/Terence L. O?Day, 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 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/Terence L. O?Day, 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