Roger E Theodoredis Form 4 WHITEWAVE FOODS / Roger E Theodoredis ownership change

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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X

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^*

Theodoredis Roger E

(Last) (First) (Middle)

1225 - 17TH STREET

SUITE 1000

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITEWAVE FOODS Co [ WWAV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2017

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)
			Code	V	Amount	(A) or (D)	Price
common stock	04/12/2017		D		65,903(1)	D	$56.25(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
stock option (right to buy)	$13.39	04/12/2017		D			11,811(2)	05/23/2013	02/12/2020	common stock	11,811	(2)	0	D
stock option (right to buy)	$9.52	04/12/2017		D			18,560(2)	05/23/2013	02/18/2021	common stock	18,560	(2)	0	D
stock option (right to buy)	$17	04/12/2017		D			120,773(2)	10/25/2013	10/25/2022	common stock	120,773	(2)	0	D
stock option (right to buy)	$15.16	04/12/2017		D			55,913(2)	02/15/2014	02/15/2023	common stock	55,913	(2)	0	D
stock option (right to buy)	$26.91	04/12/2017		D			23,254(2)	02/14/2015	02/14/2024	common stock	23,254	(2)	0	D
stock option (right to buy)	$38.96	04/12/2017		D			16,486(2)	02/17/2016	02/17/2025	common stock	16,486	(2)	0	D
stock option (right to buy)	$36.09	04/12/2017		D			17,919(2)	02/15/2017	02/15/2026	common stock	17,919	(2)	0	D
restricted stock unit	(3)	04/12/2017		D			1,711(4)	02/17/2016	02/17/2018	common stock	1,711	(4)	0	D
restricted stock unit	(3)	04/12/2017		D			3,694(4)	02/15/2017	02/15/2019	common stock	3,694	(4)	0	D

Explanation of Responses:

1. At the effective time of the merger with Danone S.A., each outstanding share of WhiteWave common stock automatically was converted into the right to receive the $56.25 merger consideration per share in cash.

2. At the effective time of the merger, each stock option was cancelled in exchange for a per share cash payment equal to the difference between the $56.25 merger consideration per share and the exercise price of the stock option.

3. Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.

4. At the effective time of the merger, each RSU was cancelled in exchange for a cash payment equal to the $56.25 merger consideration per share.

Remarks:

On April 12, 2017, the merger of The WhiteWave Foods Company with a wholly-owned indirect subsidiary of Danone S.A. was completed. As a result and at the effective time of the merger, (i) each share of WhiteWave common stock that was issued and outstanding automatically was cancelled and converted into the right to receive $56.25 in cash, and (ii) each outstanding WhiteWave equity award was cancelled in exchange for cash consideration equal to $56.25 per share, less any applicable per share exercise price.

	/s/ Helen N. Kaminski, pursuant to power of attorney previously filed	04/13/2017
	** Signature of Reporting Person	Date
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