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^*

DICKSON ALAN T

(Last)

(First)

(Middle)

301 S. TRYON STREET

SUITE 1800

(Street)

CHARLOTTE

28202

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2010

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	11/30/2009		G	V	189	D	$0	1,090,421	I	By Dickson Found'n⁽¹⁾
Common Stock	12/01/2009		G	V	3,732	D	$0	1,086,689	I	By Dickson Found'n⁽¹⁾
Common Stock	12/02/2009		G	V	7,735	D	$0	1,078,954	I	By Dickson Found'n⁽¹⁾
Common Stock	12/03/2009		G	V	5,390	D	$0	1,073,564	I	By Dickson Found'n⁽¹⁾
Common Stock	12/04/2009		G	V	1,957	D	$0	1,071,607	I	By Dickson Found'n⁽¹⁾
Common Stock	12/07/2009		G	V	411	D	$0	1,071,196	I	By Dickson Found'n⁽¹⁾
Common Stock	12/08/2009		G	V	4,738	D	$0	1,066,458	I	By Dickson Found'n⁽¹⁾
Common Stock	12/09/2009		G	V	4,340	D	$0	1,062,118	I	By Dickson Found'n⁽¹⁾
Common Stock	12/22/2009		G	V	195	D	$0	1,061,923	I	By Dickson Found'n⁽¹⁾
Common Stock	01/07/2010		G	V	3,486	D	$0	1,058,437	I	By Dickson Found'n⁽¹⁾
Common Stock	01/08/2010		G	V	2,721	D	$0	1,055,716	I	By Dickson Found'n⁽¹⁾
Common Stock	02/11/2010		M		2,000	A	$14.49	712,002	D
Common Stock	02/11/2010		M		2,000	A	$17.24	714,002	D
Common Stock	02/11/2010		S		4,000	D	$28.0165⁽²⁾	710,002	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)
Non-qualified Stock Option (Right to Buy)⁽³⁾	$14.49	02/11/2010		M			2,000	11/21/2002	11/21/2012	Common Stock	2,000	$0	0	D
Non-qualified Stock Option (Right to Buy)⁽³⁾	$17.24	02/11/2010		M			2,000	11/20/2003	11/20/2013	Common Stock	2,000	$0	0	D
Phantom Stock Units⁽⁴⁾⁽⁵⁾	$0							⁽⁶⁾	⁽⁶⁾	Common Stock	2,697		2,697	D

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the shares indicating indirect beneficial ownership "by Dickson Found'n", and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other reason. These shares are owned by The Dickson Foundation, Inc., a charitable foundation.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.98 to $28.06. 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.

3. Non-Qualified Stock Options expire the earlier of the stated Expiration Date or 90 days after the Reporting Person ceases to be a Director of the Corporation.

4. Regarding Table II, Column 8, Price of Derivative Security, for PSU, a blank or a price of $0 appears in this column. Nonetheless, upon each deferral of annual retainer or meeting fees, the Reporting Person's account is credited with a number of PSU equal to the number of shares of RDK that would have an aggregate fair market value (determined as of the date such retainer or fees would have been paid) equal to the amount of such retainer or fees.

5. Since the Reporting Person's last report, 12 shares were acquired pursuant to the dividend reinvestment feature of the Plan.

6. -Phantom Stock Units (PSU) - were acquired under the Ruddick Corporation Director Deferral Plan (Plan). The Date Exercisable and Expiration Date for grants under the Plan are left blank, as suggested by the SEC. When a participant ceases to be a member of the Board of Directors, the participant's PSU account will be settled in Ruddick Corporation Common Stock (RDK) on a one-for-one basis. Payment of the account, in RDK, shall be on the date 90 days following the date the Reporting Person ceases to be a member of the Board of Directors. Each PSU represents a share of RDK. A participant in the Plan may not be paid any portion of their PSU account prior to the participant's termination of service as a member of the Board of Directors.

	/s/ Douglas J. Yacenda, attorney-in-fact for Alan T. Dickson	02/12/2010
	** 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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