Sec Form 4 Filing - Baldwin Christopher J @ HERSHEY CO - 2007-06-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Baldwin Christopher J
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, Pres. NA Commercial Group
(Last) (First) (Middle)
100 CRYSTAL A DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2007
(Street)
HERSHEY, PA17033
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 06/06/2007 M 1,250 A $ 0 ( 2 ) 15,439 D
Common Stock 290.461 I 401(k) Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 1 ) ( 3 ) 06/06/2007 M 1,250 ( 4 ) ( 4 ) Common Stock 1,250 $ 0 ( 3 ) 4,833 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baldwin Christopher J
100 CRYSTAL A DRIVE
HERSHEY, PA17033
SVP, Pres. NA Commercial Group
Signatures
Christopher J Baldwin 06/06/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units ("RSUs") converted to phantom stock units and deferred under the Company's Deferred Compensation Plan. The units are payable only in shares of Common Stock at the end of the deferral period.
( 2 )Each deferred phantom stock unit is equivalent to one share of Common Stock of The Hershey Company.
( 3 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of The Hershey Company or its cash equivalent.
( 4 )1,250 RSUs from the June 6, 2005 grant vested on June 6, 2007. The remaining 2,500 unvested RSUs from that grant will vest according to the following schedule: 1,250 on June 6, 2008 and 1,250 on June 6, 2009. Once vested, RSUs may be: (1) settled in cash having a value equivalent to the closing price of Common Stock on the New York Stock Exchange on the day preceding the vesting date, in an equal number of shares of Common Stock, or in a combination of cash and Common Stock; or (2) deferred under the Company's Deferred Compensation Plan. RSUs deferred as phantom stock units are payable only in shares of Common Stock at the end of the deferral period. The reporting person has elected to defer payment of the RSUs in the form of phantom stock units until January 2009.

Remarks:
The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes .4150 shares acquired from January 1, 2007 through May 31, 2007, pursuant to the Company's 401(k) Plan. These shares were acquired at various intervals. The closing price on May 31, 2007 was $52.71. The exact price of each share at the date of acquisition is not readily determinable.

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).
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