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^*

WHEELER SCOTT

(Last)

(First)

(Middle)

1528 MOFFETT STREET

(Street)

SALINAS

93905

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONTEREY GOURMET FOODS [ PSTA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2009

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	12/11/2009		U		6,000⁽¹⁾	D	$2.7	0⁽¹⁾	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)
Stock Options	$3.39	12/14/2009	12/14/2009	U			10,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$3.76	12/14/2009	12/14/2009	U			15,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$3.44	12/14/2009	12/14/2009	U			15,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$3.95	12/14/2009	12/14/2009	U			20,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$4.43	12/14/2009	12/14/2009	U			25,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$3.02	12/14/2009	12/14/2009	U			30,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$0	0	D
Stock Options	$1.12	12/14/2009	12/14/2009	U			60,000	⁽²⁾	⁽²⁾	Stock Options	⁽²⁾	$1.58	0	D

Explanation of Responses:

1. All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender off (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of October 8, 2009 (the "Merger Agreement"), by and among Pulmuone U.S.A., Inc. ("Parent"), Pulmuone Cornerstone Corporation, a wholly owned subsidiary of Parent ("Purchaser"), and Monterey Gourmet Foods, Inc. (the "Company"). On December 11, 2009, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.

2. Pursuant to the Merger Agreement, all options held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective December 14, 2009, in exchange for the right to receive cash equal to the product of (x) the excess, if any, of the merger consideration of $2.70 per share over the exercise price per share of the option multiplied by (y) the number of shares subject to the option.

	/s/ Scott Wheeler	12/14/2009
	** 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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