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* Woodward David Clive (Last) (First) (Middle) H. J. HEINZ COMPANY P.O BOX 57 (Street) PITTSBURGH PA 15230 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2012	3. Issuer Name and Ticker or Trading Symbol HEINZ H J CO [ HNZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President - Rest of World	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)
H. J. Heinz Company, Common Stock. $.25 Par Value	54,274	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	08/27/2014	Common Stock, $.25 Par Value	41,005	$45.54	D
Employee Stock Option (Right to Buy)	(1)	08/25/2015	Common Stock, $.25 Par Value	51,786	$51.25	D
Employee Stock Option (Right to Buy)	(1)	08/24/2016	Common Stock, $.25 Par Value	49,158	$39.03	D
Employee Stock Option (Right to Buy)	(1)	09/03/2017	Common Stock, $.25 Par Value	45,052	$46.42	D
Employee Stock Option (Right to Buy)	(1)	08/29/2018	Common Stock, $.25 Par Value	50,755	$52.19	D

Explanation of Responses:

1. Option vests in 25% increments on each of the first four anniversaries of the date of the grant.

Remarks:

	/s/ Patrick J. Guinee, Attorney-in-Fact for David C. Woodward	05/11/2012
	** 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 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.
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