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^*

Booth Raymond D

(Last)

(First)

(Middle)

8750 N. CENTRAL EXPRESSWAY

SUITE 1800

(Street)

DALLAS

75231

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REDDY ICE HOLDINGS INC [ FRZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2007

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	12/17/2007		M		6,000	A	$0	77,073	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)
Restricted Stock Units	$0	12/17/2007		M			6,000⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	6,000	$0	12,000	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were issued pursuant to the Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan (the "Plan"). At the time of issuance, the RSUs were scheduled to vest in four equal annual installments beginning August 12, 2006 and continuing on August 12 of the following three years, provided that the recipient remains employed through such vesting dates and the applicable performance condition for the applicable vesting period is met.

2. On July 23, 2007, the Compensation Committee of the Board of Directors of Reddy Ice Holdings, Inc. (the "Company") approved an amendment to the vesting provisions of the RSUs held by certain of the Company's officers and directors, including Mr. Booth. The amendment provided that, subject to the consent of the applicable officer or director, which consent Mr. Booth provided, such RSUs which had been scheduled to vest on August 12, 2007 (the "Deferred RSUs") would not vest until the earliest of (i) the closing of the merger pursuant to the agreement and plan of merger dated as of July 2, 2007 among the Company, Frozen, LLC, Hockey Parent Inc. and Hockey MergerSub, Inc. (the "Merger Agreement"), (ii) the second business day following public announcement of the termination of the Merger Agreement and (iii) December 31, 2007.

3. On December 14, 2007, it was determined that the vesting of the Deferred RSUs would occur on December 31, 2007. On December 15, 2007, the Compensation Committee approved the acceleration of the vesting to December 17, 2007 in order to accommodate the Company's year end payroll processing requirements.

	/s/ Mark A. Steffek, Attorney-In-Fact for Raymond D. Booth	12/19/2007
	** 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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