Edward F Fugger Form 4 WHITEWAVE FOODS / Edward F Fugger 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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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^*

Fugger Edward F

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2015

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	05/19/2015		M		18,372	A	$13.39	59,789	D
Common stock	05/19/2015		M		25,986	A	$9.52	85,775	D
Common stock	05/19/2015		M		35,753	A	$11.1	121,528	D
Common stock	05/19/2015		M		37,276	A	$15.16	158,804	D
Common stock	05/19/2015		F		67,105(1)	D	$47.3	91,699	D
Common stock	05/20/2015		S		21,000	D	$47.53(2)	70,699	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
Non Qualified Stock Option (right to buy)	$13.39	05/19/2015		M			18,372	05/23/2013	02/12/2020	Common stock	18,372	$0	0	D
Non Qualified Stock Option (right to buy)	$9.52	05/19/2015		M			25,986	05/23/2013	02/18/2021	Common stock	25,986	$0	0	D
Non Qualified Stock Option (right to buy)	$11.1	05/19/2015		M			35,753	05/23/2013	02/17/2022	Common stock	35,753	$0	0	D
Non Qualified Stock Option (right to buy)	$15.16	05/19/2015		M			37,276	05/23/2013	02/15/2023	Common stock	37,276	$0	18,637	D

Explanation of Responses:

1. Represents shares of common stock withheld by WhiteWave to satisfy the reporting person's obligation for the exercise price and taxes incurred upon exercise.

2. Represents the weighted average sale price for the reported transaction. The range of prices for the reported transaction is $47.50 to $47.62. The reporting person will provide, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	Helen N. Kaminski, by power of attorney previously filed	05/20/2015
	** 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).
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.