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^*

MURDOCK DAVID H

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLE FOOD CO INC [ DOLE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/01/2013		A		45,000⁽¹⁾	A	$0⁽²⁾	23,803,054	I	Trust⁽³⁾
Common Stock	04/01/2013		F		19,383⁽⁴⁾	D	$10.69⁽⁵⁾	23,783,671	I	Trust⁽³⁾
Common Stock								11,784,914	I	Castle and Cooke Holdings, Inc.⁽⁶⁾

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)

1. Name and Address of Reporting Person^*

MURDOCK DAVID H

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

David H. Murdock Living Trust, dated May 28, 1986, as amended

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 45,000 performance shares vested in full at target number of shares upon the 4/1/2013 closing of the sale of the Company's worldwide packaged foods and Asia fresh businesses to ITOCHU Corporation.

2. Performance share awards were granted as compensation for services.

3. These shares are owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust

4. 19,383 of the performance shares that vested were returned to the Company to cover withholding tax.

5. The closing price of the Company's common stock on 4/1/2013, $10.69 per share, was used to calculate the number of shares to be returned to the Company to cover withholding tax.

6. These shares are owned directly by Castle and Cooke Holdings, Inc. and indirectly by Mr. Murdock and the Trust.

	/s/ Jeffrey Conner, attorney-in-fact for David H. Murdock	04/12/2013
	/s/ Jeffrey Conner, attorney-in-fact for David H. Murdock Living Trust, dated May 28, 2986, as amended	04/12/2013
	** 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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