SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hart Maura

(Last)

(First)

(Middle)

5050 EDGEWOOD COURT

(Street)

JACKSONVILLE

32254

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2010

3. Issuer Name and Ticker or Trading Symbol
WINN DIXIE STORES INC [ WINN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group VP and CIO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,640⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	12/09/2010	12/09/2016	Common Stock	2,714	$10.53	D
Option	08/13/2010	02/22/2014	Common Stock	6,759	$16.77	D
Option	⁽²⁾	09/04/2015	Common Stock	4,675	$14.06	D
Option	⁽³⁾	11/04/2016	Common Stock	1,259	$11.32	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. equity incentive plans. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock. The RSUs become vested in full, and certificates for shares of common stock become deliverable, in installments on each grant date anniversary. As to 960 of the outstanding RSUs, the vesting is as follows: 320 shares on each of 9/4/10, 9/4/11, and 9/4/12. The remaining 680 RSUs will vest in equal annual installments on each of 11/4/10, 11/4/11, and 11/4/12.

2. Of the 4,675 outstanding options, there are 1,168 options that are vested and fully exercisable. The remaining 3,507 options shall vest in three equal annual installments on each of 9/4/2010, 9/4/2011 and 9/4/2012.

3. The Option shall vest in equal annual installments over 3 years, on each grant date anniversery, beginning on 11/4/2010.

Remarks:

	/s/ Larry B. Appel Attorney-in-Fact	08/23/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.