SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rodriguez Manuel

(Last) (First) (Middle)
550 SOUTH CALDWELL STREET

(Street)
CHARLOTTE NC 28202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHIQUITA BRANDS INTERNATIONAL INC [ CQB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Govt & Intl Affairs & CRO
3. Date of Earliest Transaction (Month/Day/Year)
08/23/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 08/23/2012 F 884 D $5.95 73,789 D
Common Stock(2) 08/23/2012 S 284 D $6.07(3) 73,505 D
Common Stock 176(4) I By 401(k)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Table I, Item l. Shares withheld, based on the fair market value of the Common Stock on August 23, 2012, to pay required withholding taxes upon the vesting of 2,849 shares pursuant to a Restricted Stock Award granted August 23, 2011 under the Company's Stock and Incentive Plan. The full award was previously reported.
2. Table I, Item l. Shares sold pursuant to a previously adopted and disclosed Rule 10b5-1 trading plan in an amount (10%) corresponding to estimated taxes due in excess of amounts withheld upon the vesting of the August 23, 2011 Award referenced above.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.06 to $6.09. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth above.
4. Table 1, Item 5: Represents the number of whole units held in the Chiquita Stock Fund of the Company's Savings and Investment Plan, a 401(k) Plan, based on a plan statement dated as of June 30, 2012.
James E. Thompson as Attorney-in-Fact for Manuel Rodriguez 08/23/2012
** 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 4 (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).
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