UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0000023666
LEE SARA CORP
CONSOLIDATED FOODS CORP
CONSOLIDATED GROCERD CORP
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  Sara Lee Corp
Jurisdiction of Incorporation/Organization
MARYLAND
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  Sara Lee Corp  
Street Address 1 Street Address 2
  3500 LACEY ROAD  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  DOWNERS GROVE   ILLINOIS   60515   6305986000  



1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0001548904  
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  DE US, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
  o Yet to Be Formed  
  x Within Last Five Years (Specify Year)  2012
  o Over Five Years Ago

2. Principal Place of Business and Contact Information
Name of Issuer  
DE US, Inc.  
Street Address 1 Street Address 2
c/o SARA LEE CORPORATION 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
DOWNERS GROVE ILLINOIS 60515 (630) 598-6000

1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0001543415
DE International Holdings B.V.
 
o Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
x Other
Dutch private company with limited liability. Acting as Guarantor in offering.
Name of Issuer
  D.E MASTER BLENDERS 1753 B.V.
Jurisdiction of Incorporation/Organization
NETHERLANDS
Year of Incorporation/Organization
  o Yet to Be Formed  
  x Within Last Five Years (Specify Year)  2009
  o Over Five Years Ago

2. Principal Place of Business and Contact Information
Name of Issuer  
D.E MASTER BLENDERS 1753 B.V.  
Street Address 1 Street Address 2
VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
UTRECHT NETHERLANDS 3532 AD 31-30-292-7311
 

3. Related Persons
Last Name First Name Middle Name
Begley Christopher B.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Bennink Jan
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director and Executive Chairman of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Bowles Crandall
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Colbert Virgis W.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
 
Last Name First Name Middle Name
Crown James S.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Koellner Laurette T.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
McAdam John
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Prosser Sir Ian
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
 
Last Name First Name Middle Name
Sorensen Norman R.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Ubben Jeffrey W.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
van Lede Cees J.A.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Ward Jonathan P.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Sara Lee Corporation and Director of DE US, Inc.
 
Last Name First Name Middle Name
Smits Marcel H.M.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Executive Officer of Sara Lee Corporation
Last Name First Name Middle Name
Garvey Mark A.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Financial Officer of Sara Lee Corporation
Last Name First Name Middle Name
Zyck John
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Vice President and Controller of Sara Lee Corporation
Last Name First Name Middle Name
Connolly Sean
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Executive Officer North America Retail & Foodservice of Sara Lee Corporation
 
Last Name First Name Middle Name
Herkemij Michiel
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice President and CEO Int'l Beverage of Sara Lee Corporation
Last Name First Name Middle Name
Cerrone Stephen J.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice President HR of Sara Lee Corporation
Last Name First Name Middle Name
Hansson B. Thomas
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Senior Vice President Strategic Planning of Sara Lee Corporation
Last Name First Name Middle Name
Dodson Paulette
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  General Counsel and Secretary of Sara Lee Corporation
 
Last Name First Name Middle Name
Silver Mark S.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  President of DE US, Inc.
Last Name First Name Middle Name
Emme Jeff
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Vice President of DE US, Inc.
Last Name First Name Middle Name
Kaminski Helen N.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Vice President and Secretary of DE US, Inc.
Last Name First Name Middle Name
Marcus Mitch
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/Postal Code
Downers Grove ILLINOIS 60515
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Treasurer of DE US, Inc.
 
Last Name First Name Middle Name
Cup Michel
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Financial Officer of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
van Klinken Onno
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  General Counsel and Secretary of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
van Pelt Harm-Jan
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Operating Officer Retail - Rest of World of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Snow Nick
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Operating Officer - Out of Home of D.E MASTER BLENDERS 1753 B.V.
 
Last Name First Name Middle Name
Minvielle Eugenio
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Operating Officer - Western Europe of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Herkemij Michiel
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Executive Director Chief Executive Officer and Executive Director of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Bennink Jan
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/Postal Code
UTRECHT NETHERLANDS 3532 AD
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive Director of D.E MASTER BLENDERS 1753 B.V.
 


4. Industry Group
o Agriculture   Health Care x Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2012-05-15 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities x Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x Other (describe)
  Senior Unsecured Notes (including notes issued by Sara Lee and notes issued by DE US, Inc. and guaranteed by D.E Master Blenders 1753 B.V.)


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? x Yes o No
 
Clarification of Response (if Necessary)  
  The issuance of Sara Lee notes, the issuance of DE US, Inc. notes to Sara Lee, and the subsequent exchange of the DE US, Inc. notes for the Sara Lee notes.

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number x None
  Bank of America Merrill Lynch    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  540 West Madison Street    
City State/Province/Country ZIP/Postal Code
  Chicago   ILLINOIS   60661
State(s) of Solicitation x All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  J.P. Morgan Securities LLC    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  383 Madison Avenue    
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10179
State(s) of Solicitation x All States x Foreign/Non-US
 
 



13. Offering and Sales Amounts
Total Offering Amount $   650000000   USD o Indefinite
Total Amount Sold $   650000000   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
   


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 44


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   2600000   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
o I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf.

Issuer Signature Name of Signer Title Date
Sara Lee Corp /s/ Mark A. Garvey Mark A. Garvey Chief Financial Officer 2012-05-29
DE US, Inc. /s/ Mark S. Silver Mark S. Silver President 2012-05-29
D.E MASTER BLENDERS 1753 B.V. /s/ J.O. van Klinken J.O. van Klinken General Counsel 2012-05-29

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