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*
Haecker Kelly J

(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)
Executive Vice President and
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2013
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 05/17/2013 J 3,046(1) A $0 3,046 D
Class B common stock 05/17/2013 J 4,339(2) A $0 4,339 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 Units $0 05/17/2013 A 7,034(3) 02/18/2014(4) 02/18/2014 Class A common stock 7,034 $0 7,034 D
Restricted Stock Units $0 05/17/2013 A 16,732 02/17/2014(4) 02/17/2015 Class A common stock 16,732 $0 16,732 D
Non-qualified stock option (right to buy) $23.35 05/17/2013 A 65,236(5) 05/23/2013 03/07/2016 Class A common stock 65,236 $0 65,236 D
Non-qualified stock option (right to buy) $23.35 05/17/2013 A 30,628 05/23/2013 03/07/2016 Class A common stock 30,628 $0 30,628 D
Incentive stock option (right to buy) $27.69 05/17/2013 A 7,368 05/23/2013 02/12/2017 Class A common stock 7,368 $0 7,368 D
Non-qualified stock option (right to buy) $27.69 05/17/2013 A 25,249 05/23/2013 02/12/2017 Class A common stock 25,249 $0 25,249 D
Non-qualified stock option (right to buy) $27.69 05/17/2013 A 11,854 05/23/2013 02/12/2017 Class A common stock 11,854 $0 11,854 D
Incentive stock option (right to buy) $27.69 05/17/2013 A 3,459 05/23/2013 02/12/2017 Class A common stock 3,459 $0 3,459 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) $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) $13.39 05/17/2013 A 18,372 05/23/2013 02/12/2020 Class A common stock 18,372 $0 18,372 D
Non-qualified stock option (right to buy) $9.52 05/17/2013 A 27,841 02/18/2014(6) 02/18/2021 Class A common stock 27,841 $0 27,841 D
Non-qualified stock option (right to buy) $11.1 05/17/2013 A 35,753 02/17/2014(6) 02/17/2022 Class A common stock 35,753 $0 35,753 D
Explanation of Responses:
1. Consists of 3,046 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, the record date.
2. Consists of 4,339 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, the record date.
3. 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.
4. The RSU vests in three equal increments beginning on the first anniversary of the grant date, subject to the terms of the award agreement.
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 and settle in Class A common stock of WhiteWave. All stock options reported on this Form 4 are replacement WhiteWave 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.
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. All replacement awards settle in Class A common stock of WhiteWave. The other terms of the replacement awards are the same as the cancelled awards.
Jackie Hill, by power of attorney 06/19/2013
** 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).
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