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*
McPeak Blaine E

(Last) (First) (Middle)
1225 17TH STREET
SUITE 1000

(Street)
DENVER CO 80202

(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)
Pres., Americas Foods & Bevs
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2015
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
Common stock 02/17/2015 M 20,078(1) A $0 114,526 D
Common stock 02/17/2015 F 9,038(1) D $38.96 105,488 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 02/17/2015 M 20,078 02/17/2015 02/17/2015 Common stock 20,078 $0 0 D
Restricted Stock Unit $0 02/17/2015 A 12,836 02/17/2016(2) 02/17/2018 Common stock 12,836 $0 12,836 D
Non Qualified Stock Option (right to buy) $38.96 02/17/2015 A 41,215 02/17/2016(3) 02/17/2025 Common stock 41,215 $0 41,215 D
Explanation of Responses:
1. The reporting person received 20,078 shares of common stock upon the vesting of a restricted stock unit ("RSU"), of which a total of 9,038 shares of common stock were retained by WhiteWave to satisfy the reporting person's tax obligation upon vesting of the RSU.
2. The RSU vests on a pro rata basis over a three-year period beginning on the first anniversary of the grant date, subject to the reporting person's continued employment with WhiteWave. The RSU will settle in shares of WhiteWave's common stock on a one-for-one basis.
3. The option vests on a pro rata basis over a three-year period beginning on the first anniversary of the grant date, subject to the reporting person's continued employment with WhiteWave.
Remarks:
Helen N. Kaminski, by power of attorney previously filed 02/19/2015
** 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.