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^*

Wallander Angela S

(Last)

(First)

(Middle)

8750 N. CENTRAL EXPRESSWAY

SUITE 1800

(Street)

DALLAS

75231

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REDDY ICE HOLDINGS INC [ FRZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2009

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⁽¹⁾	06/08/2009		A		33,000	A	$0	133,000	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)	⁽²⁾	06/08/2009		A		72,000		⁽³⁾	06/08/2016⁽³⁾	Common Stock	72,000	$0	72,000	D

Explanation of Responses:

1. Represents a grant of restricted shares of the Issuer's common stock. 6,000 of the restricted shares will vest on January 1, 2010, 15,000 of the restricted shares will vest on June 8, 2010, 6,000 of the restricted shares will vest on January 1, 2011, and the remaining 6,000 restricted shares will vest on January 1, 2012. Unvested restricted shares are subject to forfeiture if the Reporting Person terminates her employment with the Issuer, subject to the exceptions set forth in the Restricted Stock Agreement between the Issuer and the Reporting Person dated June 8, 2009.

2. The options have been granted in three pricing tranches. One third of the options have an exercise price of $1.85 (the greater of fair market value of the Issuer's common stock on the grant date or $1.53). One third of the options have an exercise price of $2.30 (the greater of the fair market value of the Issuer's common stock on the grant date or $2.30). One third of the options have an exercise price of $3.06 (the greater of the fair market value of the Issuer's common stock on the grant date or $3.06).

3. The options vest in three equal annual installments on January 1, 2010, 2011 and 2012 with one third of each pricing tranche vesting on each vesting date. Unvested options are subject to forfeiture if the Reporting Person terminates her employment with the Issuer, subject to the exceptions set forth in the Non-Qualified Stock Option Agreement between the Issuer and the Reporting Person dated June 8, 2009.

	/s/ Mark A. Steffek, Attorney-In-Fact for Angela S. Wallander	06/09/2009
	** 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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