UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 32)*
| The Hershey Company |
| (Name of Issuer) |
Common Stock, one dollar ($1.00) par value Class B Common Stock, one dollar ($1.00) par value |
| (Title of Class of Securities) |
427866108 427866306 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP Nos. 427866108 427866306 |
SCHEDULE 13G | Page 2 of 5 |
| 1 |
NAME OF REPORTING PERSON
Milton Hershey School Trust (Hershey Trust Company, Trustee in Trust for Milton Hershey School) |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
None |
| 6 |
SHARED VOTING POWER
2,066,119 shares of Common Stock 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock For a total of 56,678,131 | |
| 7 |
SOLE DISPOSITIVE POWER
None | |
| 8 |
SHARED DISPOSITIVE POWER
2,066,119 shares of Common Stock 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock For a total of 56,678,131 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,119 shares of Common Stock 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock For a total of 56,678,131 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% (2,066,119 of 149,779,412 shares of Common Stock outstanding) 27.7% (56,678,131 of 204,392,926 shares of Common Stock calculated pursuant to Rule 13d-3(d)(1)) 99.9% (54,612,012 of 54,613,514 shares of Class B Common Stock outstanding) |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
CUSIP Nos. 427866108 427866306 |
SCHEDULE 13G | Page 3 of 5 |
| Item 1. | (a) Name of Issuer | |
| The Hershey Company | ||
| (b) Address of Issuer’s Principal Executive Offices | ||
| P.O. Box 810, Hershey, Pennsylvania 17033 | ||
| Item 2. | (a) Name of Person Filing | |
| Hershey Trust Company, Trustee in Trust for Milton Hershey School Trust | ||
| (b) Address of Principal Business Office or, if none, Residence | ||
| 100 Mansion Road East, P.O. Box 445, Hershey, Pennsylvania 17033 | ||
| (c) Citizenship | ||
| Pennsylvania | ||
| (d) Title of Class of Securities | ||
Common Stock, one dollar ($1.00) par value Class B Common Stock, one dollar ($1.00) par value | ||
| (e) CUSIP No. | ||
427866108 427866306 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| Not applicable. | |||
CUSIP Nos. 427866108 427866306 |
SCHEDULE 13G | Page 4 of 5 |
| Item 4. | Ownership |
(a) Amount Beneficially Owned:
2,066,119 shares of Common Stock 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock for a total of 56,678,131 | |
(b) Percent of Class:
1.4% (2,066,119 of 149,779,412 shares of Common Stock outstanding) 27.7% (56,678,131 of 204,392,926 shares of Common Stock calculated pursuant to Rule 13d-3(d)(1)) 99.9% (54,612,012 of 54,613,514 shares of Class B Common Stock outstanding) | |
| (c) Number of shares as to which the person has: | |
|
(i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: 2,066,119 shares of Common Stock 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock for a total of 56,678,131 (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: 2,066,119 shares of Common Stock and 54,612,012 shares of Class B Common Stock convertible share for share into Common Stock for a total of 56,678,131 | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP Nos. 427866108 427866306 |
SCHEDULE 13G | Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| HERSHEY TRUST COMPANY, TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL | ||||
| By: | /s/ Terry A. Davis | |||
| Name: | Terry A. Davis | |||
| Title: | VP of Finance HERSHEY TRUST COMPANY, TRUSTEE | |||