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*
Gutermuth Matthew

(Last) (First) (Middle)
5050 EDGEWOOD COURT

(Street)
JACKSONVILLE FL 32254

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2011
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)
GVP, Non-Perishables
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 5,050 D
Common Stock 1,015(1) D
Common Stock 1,921(2) D
Common Stock 2,517(3) D
Common Stock 3,405(4) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (5) 03/26/2015 Common Stock 13,177 $18.08 D
Option (6) 11/04/2016 Common Stock 6,993 $11.32 D
Option (7) 11/10/2017 Common Stock 6,306 $7.11 D
Option (8) 09/04/2015 Common Stock 14,024 $14.06 D
Explanation of Responses:
1. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Amended and Restated Equity Incentive Plan. The RSUs become vested, and certificates for shares of common stock become deliverable on 3/26/2011. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.
2. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Amended and Restated Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock, The RSUs become vested, and certificates for shares of common stock become deliverable in annual installments on 9/4/2011 and 9/4/2012.
3. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock. The RSUs become vested, and certificates for shares of common stock become deliverable, in annual installments on 11/4/2011 and 11/4/2012.
4. Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock. The RSUs become vested, and certificates for shares of common stock become deliverable, in three equal annual installments beginning on November 10, 2011.
5. Of the 13,177 outstanding options, there are 8,696 options that are vested and fully exercisable. The remaining 4,481 options shall vest on 3/26/2011.
6. Of the 6,993 outstanding options, there are 2,331 options that are vested and fully exercisable. The remaining 4,662 options shall vest in two annual installments on each of 11/4/2011 and 11/4/2012.
7. The Option shall vest in equal annual installments over 3 years beginning on November 10, 2011.
8. Of the 14,024 outstanding options, there are 7,012 options that are vested and fully exercisable. The remaining 7,012 options shall vest in two annual installments on each of 9/4/2011 and 9/4/2012.
Remarks:
Timothy L. Williams, as attorney-in-fact for Matthew Gutermuth 01/18/2011
** 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.