SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Williams Timothy L

(Last)

(First)

(Middle)

5050 EDGEWOOD COURT

(Street)

JACKSONVILLE

32254

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2011

3. Issuer Name and Ticker or Trading Symbol
WINN DIXIE STORES INC [ WINN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC, and Corp Sec

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,345⁽¹⁾	D
Common Stock	1,511⁽²⁾	D
Common Stock	2,043⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	12/09/2010	12/09/2016	Common Stock	3,257	$10.53	D
Option	⁽⁴⁾	11/10/2017	Common Stock	3,784	$7.11	D
Option	02/22/2010	02/22/2014	Common Stock	8,111	$16.77	D
Option	⁽⁵⁾	09/04/2015	Common Stock	9,817	$14.06	D
Option	⁽⁶⁾	11/04/2016	Common Stock	4,196	$11.32	D

Explanation of Responses:

1. Represents unvested Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Amended and Restated Equity Incentive Plan. The RSUs become vested, and certificates for shares of common stock become deliverable, in equal annual installments on September 4, 2011 and September 4, 2012. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.

2. Represents unvested Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. 2010 Equity Incentive Plan. The RSUs become vested, and certificates for shares of common stock become deliverable, in two annual installments on November 9, 2011 and November 9, 2012. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.

3. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan. The RSUs become vested, and certificates for shares of common stock become deliverable, in three annual installments beginning on November 10, 2011. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.

4. The Option shall vest in equal annual installments over three years beginning on November 10, 2011.

5. Of the 9,817 outstanding options, there are 4,908 options that are vested and fully exercisable. The remaining 4,909 options shall vest in two annual installments on each of 9/4/2011 and 9/4/2012.

6. Of the 4,916 outstanding options, there are 1,399 options that are vested and fully exercisable. The remaining 2,797 options shall vest in two annual installments on each of 11/4/2011 and 11/4/2012.

Remarks:

	Timothy L. Williams	01/18/2011
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.