| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WHITEWAVE FOODS Co [ WWAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 3,831(1) | A | $0 | 3,831 | D | |||
| Class B common stock | 05/17/2013 | J | 5,457(2) | A | $0 | 5,457 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 2,063(3) | 02/18/2014(4) | 02/18/2014 | Class A common stock | 2,063 | $0 | 2,063 | D | ||||
| Restricted Stock Units | $0 | 05/17/2013 | A | 3,680 | 02/17/2014(4) | 02/17/2015 | Class A common stock | 3,680 | $0 | 3,680 | D | ||||
| Restricted Stock Units | $0 | 05/17/2013 | A | 7,333 | 02/15/2014(4) | 02/15/2016 | Class A common stock | 7,333 | $0 | 7,333 | D | ||||
| Non-qualified stock option (right to buy) | $17.19 | 05/17/2013 | A | 7,625(5) | 05/23/2013 | 05/21/2019 | Class A common stock | 7,625 | $0 | 7,625 | D | ||||
| Non-qualified stock option (right to buy) | $13.39 | 05/17/2013 | A | 9,623 | 05/23/2013 | 02/12/2020 | Class A common stock | 9,623 | $0 | 9,623 | D | ||||
| Non-qualified stock option (right to buy) | $9.52 | 05/17/2013 | A | 16,334 | 05/23/2013 | 02/18/2021 | Class A common stock | 16,334 | $0 | 16,334 | D | ||||
| Non-qualified stock option (right to buy) | $11.1 | 05/17/2013 | A | 15,731 | 05/23/2013 | 02/17/2022 | Class A common stock | 15,731 | $0 | 15,731 | D | ||||
| Explanation of Responses: |
| 1. Consists of 3,831 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 5,457 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 non-employee directors 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 non-employee directors 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. |
| 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 and non-employee directors 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 | 06/20/2013 | |
| ** 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. | ||