SEC FORM 4

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^*

DODD TIMOTHY J

(Last)

(First)

(Middle)

ONE PASTA AVENUE

(Street)

CARRINGTON

58421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DAKOTA GROWERS PASTA CO INC [ (N/A) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								14,686	D
Common Stock	05/10/2007		S⁽⁵⁾		9,993	D	$10	4,693	D
Series D Delivery Preferred Stock								190,800	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$100							12/01/2001	12/01/2011	Series C 6% Convertible Non-Cumulative Preferred Stock⁽¹⁾	1,291		1,291	D
Stock Option (right to buy)	$6.25							12/01/2002	12/01/2012	Common Stock	190,800		190,800	D
Stock Option (right to buy)	$150							01/01/2003	01/01/2013	Series C 6% Convertible Non-Cumulative Preferred Stock⁽¹⁾	686		686	D
Stock Option (right to buy)	$4.25							⁽²⁾	02/01/2014	Common Stock	13,511		13,511	D
Stock Option (right to buy)	$4							⁽³⁾	12/22/2015	Common Stock	35,392		35,392	D
Stock Option (right to buy)	$5							⁽⁴⁾	10/19/2016	Common Stock	62,752		62,752	D

Explanation of Responses:

1. Each share of Series C 6% Convertible Non-Cumulative Preferred Stock is convertible into 24 shares of Common Stock and 24 shares of Series D Delivery Preferred Stock.

2. Subject to certain qualifications, including but not limited to, the continued employment of the optionee, fifty percent (50%) of the Options vest on the first anniversary date (February 1, 2005), twenty-five percent (25%) of the Options vest on the second anniversary date (February 1, 2006) and twenty-five percent (25%) of the Options vest on the third anniversary date (February 1, 2007).

3. Subject to certain qualifications, including but not limited to, the continued employment of the optionee, fifty percent (50%) of the Options vest on the first anniversary date (December 22, 2006), twenty-five percent (25%) of the Options vest on the second anniversary date (December 22, 2007) and twenty-five percent (25%) of the Options vest on the third anniversary date (December 22, 2008).

4. Subject to certain qualifications, including but not limited to, the continued employment of the optionee, fifty percent (50%) of the Options vest on the first anniversary date (October 19, 2007), twenty-five percent (25%) of the Options vest on the second anniversary date (October 19, 2008) and twenty-five percent (25%) of the Options vest on the third anniversary date (October 19, 2009).

5. Pursuant to Issuer tender offer.

	/s/ Timothy J. Dodd	05/14/2007
	** 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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