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  
         

 

 

 

 

   

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