SEC FORM 4

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^*

Mody Apurva S

(Last)

(First)

(Middle)

PO BOX 193575

(Street)

SAN FRANCISCO

94119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEL MONTE FOODS CO [ DLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Consumer Products

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01, par value	09/21/2006		A		6,700⁽¹⁾	A	⁽²⁾	15,800	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to purchase)	$10.37	09/21/2006		A		45,000		⁽³⁾	09/21/2016	Common Stock, $0.01, par value	45,000	$0	45,000	D
Performance Share	⁽⁴⁾	09/21/2006		A		11,100		⁽⁵⁾	⁽⁶⁾	Common Stock, $0.01, par value	11,100	$0	24,200⁽⁷⁾	D

Explanation of Responses:

1. Performance Accelerated Restricted Stock Units that generally vest 100% on the fifth anniversary of the transaction date; vesting may be accelerated to third or fourth anniversary of transaction date if certain performance milestones are met.

2. This entry reflects the grant of Performance Accelerated Restricted Stock Units and accordingly the price is left blank.

3. Options generally vest 25% per year for four (4) years beginning with the first anniversary of the transaction date.

4. 1 Performance Share for 1 share of Common Stock.

5. Vesting of performance shares generally is based on the Company's achievement of certain ROIC targets with 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009; 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 2, 2010; and 50% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 1, 2011. The vesting of the performance share award shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. Because the vesting of the performance shares is tied to a performance measure that is not the Company's stock price, the performance shares are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have reported these performance shares voluntarily.

6. Performance shares either vest or forfeit on their respective vesting dates.

7. Includes 13,100 performance shares previously reported voluntarily with different vesting terms.

Remarks:

	James Potter, signed pursuant to power of attorney	09/25/2006
	** 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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