- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * Callahan Andrew P	2. Date of Event Requiring Statement (MM/DD/YYYY) 6/29/2012	3. Issuer Name and Ticker or Trading Symbol Hillshire Brands Co [HSH]
(Last)        (First)        (Middle) C/O THE HILLSHIRE BRANDS COMPANY, 3500 LACEY ROAD	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) EVP and President, Retail /
(Street) DOWNERS GROVE, IL 60515        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14827	D
Common Stock	532	I	By 401(K) Plan

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	12/28/2012	Common Stock	7584	$15.15	D
Employee Stock Option (right to buy)	(1)	12/28/2012	Common Stock	11485	$18.83	D
Employee Stock Option (right to buy)	(1)	12/28/2012	Common Stock	15318	$22.65	D
Employee Stock Option (right to buy)	8/31/2014   (2)	8/31/2024	Common Stock	19771	$28.65	D

Explanation of Responses:
( 1)	Option is vested and immediately exercisable as of the date of this filing and will expire on December 28, 2012.
( 2)	Option vests on August 31, 2014, subject to continued employment with the company through that date, and expires on August 31, 2024.

Remarks: On June 28, 2012, The Hillshire Brands Company (formerly named Sara Lee Corporation) completed the spin-off of its international coffee and tea business. Effective upon the spin-off (i) all outstanding restricted stock units, performance stock units ("PSUs") and stock options granted to employees prior to November 2011 vested, with the PSUs vesting to the extent applicable performance goals were achieved, and (ii) the Compensation and Employee Benefits Committee of the Board of Directors adjusted all outstanding equity awards to preserve the pre-spin-off intrinsic value of such awards (the "Adjustment"). The amounts reflected in this Form 3 reflect the vesting of equity awards upon completion of the spin-off and the Adjustment.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Callahan Andrew P C/O THE HILLSHIRE BRANDS COMPANY 3500 LACEY ROAD DOWNERS GROVE, IL 60515			EVP and President, Retail

Signatures
/s/ Helen N. Kaminski for Andrew P. Callahan pursuant to power of attorney filed herewith.		7/9/2012
** 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 5(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.
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