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*
MORGANTHALL FREDERICK J II
(Last) (First) (Middle)
7625 STONECROFT PARK DR.
(Street)
CHARLOTTE NC 28226
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RUDDICK CORP [ RDK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive of Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2008
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 11/05/2008 M 1,717 A $17.4063 52,681 D
Common Stock 11/05/2008 M 5,814 A $16.88 58,495 D
Common Stock 11/05/2008 M 6,186 A $16.88 64,681 D
Common Stock 11/05/2008 M 2,859 A $15.825 67,540 D
Common Stock 11/05/2008 M 7,414 A $14.385 74,954 D
Common Stock 11/05/2008 M 86 A $14.385 75,040 D
Common Stock 11/05/2008 S 34,076 D $27.9282(1) 40,964 D
Common Stock 9,119 I By Rrsp(2)
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
Non-qualified Stock Option (Right to Buy) $17.4063 11/05/2008 M 1,717 11/17/2000(3) 11/17/2009 Common Stock 1,717 $0 0 D
Incentive Stock Option (Right to Buy) $16.88 11/05/2008 M 5,814 11/19/2005(4) 11/19/2010 Common Stock 5,814 $0 3,000 D
Non-qualified Stock Option (Right to Buy) $16.88 11/05/2008 M 6,186 11/19/2004(5) 11/19/2013 Common Stock 6,186 $0 0 D
Non-qualified Stock Option (Right to Buy) $15.825 11/05/2008 M 2,859 11/14/2002 11/14/2011 Common Stock 2,859 $0 0 D
Incentive Stock Option (Right to Buy) $14.385 11/05/2008 M 7,414 11/20/2003(6) 11/20/2009 Common Stock 7,414 $0 0 D
Non-qualified Stock Option (Right to Buy) $14.385 11/05/2008 M 86 11/20/2003(7) 11/20/2012 Common Stock 86 $0 0 D
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.74 to $28.17. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
2. The securities indicating indirect beneficial ownership "by Rrsp" include 2 shares disposed in exempt transactions under the Ruddick Retirement and Savings Plan since the Reporting Person's last report.
3. The Non-Qualified Stock Options indicating a Date Exercisable of 11/17/00 become exercisable as follows: 1,384 shares as of 11/17/00, 333 shares exercisable as of 11/17/01.
4. The Incentive Stock Options indicating a Date Exercisable of 11/19/05 become exercisable as follows: 1,407 shares on 11/19/05 and 11/19/06 and 3,000 shares on 11/19/07 and 11/19/08.
5. The Non-Qualified Stock Options indicating a Date Exercisable of 11/19/04 become exercisable as follows: 3,000 shares as of 11/19/04 and 1,593 on 11/19/05 and 11/19/06.
6. The Incentive Stock Options indicating a Date Exercisable of 11/20/03 become exercisable as follows: 1,957 shares on 11/20/03 and 11/20/04; and 2,000 shares annually on 11/20 for 3 years commencing on 11/20/05.
7. The Non-Qualified Stock Options indicating a Date Exercisable of 11/20/03 become exercisable as follows: 43 shares on 11/20/03 and 11/20/04.
Remarks:
Douglas J. Yacenda, attorney-in-fact for Frederick J. Morganthall, II 11/07/2008
** 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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