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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
McPeak Blaine E
(Last) (First) (Middle)
12002 AIRPORT WAY
(Street)
BROOMFIELD CO 80021
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHITEWAVE FOODS Co [ WWAV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, WhiteWave
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2013
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
Class A common stock 06/02/2013 M 326(1) A $0 7,221(2) D
Class A common stock 06/02/2013 F 105(1) D $17.44 7,116 D
Class B common stock 05/17/2013 J 9,820(3) A $0 9,820 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted stock unit $0 06/02/2013 M 326(1)(4) 06/02/2013 06/02/2013 Class A common stock 326 $0 326 D
Non-qualified stock option (right to buy) $28.18 05/17/2013 A 54,364(5) 05/23/2013 02/28/2017 Class A common stock 54,364 $0 54,364 D
Non-qualified stock option (right to buy) $28.18 05/17/2013 A 25,523 05/23/2013 02/28/2017 Class A common stock 25,523 $0 25,523 D
Non-qualified stock option (right to buy) $23.33 05/17/2013 A 30,443 05/23/2013 01/15/2018 Class A common stock 30,443 $0 30,443 D
Non-qualified stock option (right to buy) $19.37 05/17/2013 A 7,610 05/23/2013 06/02/2018 Class A common stock 7,610 $0 7,610 D
Non-qualified stock option (right to buy) $18.46 05/17/2013 A 30,987 05/23/2013 02/13/2019 Class A common stock 30,987 $0 30,987 D
Non-qualified stock option (right to buy) $15.35 05/17/2013 A 11,526 05/23/2013 11/02/2019 Class A common stock 11,526 $0 11,526 D
Non-qualified stock option (right to buy) $13.39 05/17/2013 A 31,495 05/23/2013 02/12/2020 Class A common stock 31,495 $0 31,495 D
Non-qualified stock option (right to buy) $9.52 05/17/2013 A 51,970 05/23/2013(6) 02/18/2021 Class A common stock 51,970 $0 51,970 D
Non-qualified stock option (right to buy) $11.1 05/17/2013 A 85,808 05/23/2013(6) 02/17/2022 Class A common stock 85,808 $0 85,808 D
Restricted stock units $0 05/17/2013 A 13,131(7) 02/18/2014(8) 02/18/2014 Class A common stock 13,131 $0 13,131 D
Restricted stock unit $0 05/17/2013 A 40,157 02/17/2015(8) 02/17/2015 Class A common stock 40,157 $0 40,157 D
Explanation of Responses:
1. The reporting person received 326 shares of Class A common stock upon the vesting of a restricted stock unit (RSU), of which a total of 105 shares of Class A common stock were retained by WhiteWave to satisfy the reporting person's tax obligation upon vesting of the RSU.
2. Includes 6,895 shares of Class A common stock of WhiteWave received on May 23, 2013 as a result of the distribution by Dean Foods Company of shares of WhiteWave as a pro rata dividend on shares of Dean Foods common stock outstanding on May 17, 2013.
3. Consists of 9,820 shares of Class B common stock of WhiteWave received on May 23, 2013 as a result of the distribution by Dean Foods Company of shares of WhiteWave as a pro rata dividend on shares of Dean Foods common stock outstanding on May 17, 2013.
4. RSU received upon completion of the spin-off of WhiteWave from Dean Foods on May 23, 2013 in replacement for an outstanding Dean Foods RSU held by the reporting person, as adjusted to preserve the pre-spin intrinsic value of the cancelled Dean Foods RSU.
5. Upon completion of the spin-off of WhiteWave from Dean Foods on May 23, 2013, outstanding Dean Foods stock options held by WhiteWave employees were cancelled and replaced with WhiteWave stock options, as adjusted to preserve the pre-spin intrinsic value of the cancelled Dean Foods awards. The other terms of the replacement stock options are the same as the cancelled stock options. All stock options reported on this Form 4 are replacement WhiteWave stock options and settle in Class A common stock of WhiteWave.
6. The option vests in three equal increments beginning on the first anniversary of the grant date, subject to the terms of the award agreement.
7. Upon completion of the spin-off of WhiteWave from Dean Foods on May 23, 2013, outstanding Dean Foods RSUs held by WhiteWave employees were cancelled and replaced with WhiteWave RSUs, as adjusted to preserve the pre-spin intrinsic value of the cancelled Dean Foods awards. The other terms of the replacement RSUs are the same as the cancelled RSUs. All RSUs reported on this Form 4 are replacement WhiteWave RSUs and settle in Class A common stock of WhiteWave.
8. The RSU vests in three equal increments beginning on the first anniversary of the grant date, subject to the terms of the award agreement.
Remarks:
REMARKS: On May 23, 2013, Dean Foods Company completed the spin-off of The WhiteWave Foods Company ("WhiteWave") by distributing Class A and Class B common stock of WhiteWave as a pro rata dividend on shares of Dean Foods common stock outstanding on May 17, 2013, the record date. Effective upon completion of the spin-off, outstanding Dean Foods RSUs and stock options held by WhiteWave employees were cancelled and replaced with WhiteWave RSUs and stock options, as adjusted to preserve the pre-spin intrinsic value of the cancelled Dean Foods awards. The other terms of the replacement awards are the same as the cancelled awards and settle in Class A common stock of WhiteWave.
Jackie Hill, by power of attorney 06/04/2013
** 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).
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.