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* 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
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