FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ENGLES GREGG L
2. Issuer Name and Ticker or Trading Symbol

WHITEWAVE FOODS Co [ WWAV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

1225 - 17TH STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

1/11/2017
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/11/2017     M    312293   A $27.69   2467066   D    
common stock   1/11/2017     F    226138   (1) D $55.50   2240928   D    
common stock   9/30/2016     G   V 1227000   (2) D $0.00   1013928   D    
common stock   12/14/2016     G   V 370983   (3) D $0.00   642945   D    
common stock   9/30/2016     G   V 1227000   A $0.00   1227000   I   By family limited partnership II  
common stock                  278660   I   By family limited partnership I  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $27.69   1/11/2017     M         312293    5/23/2013   2/12/2017   common stock   312293   $0.00   0   D    

Explanation of Responses:
( 1)  Represents shares of common stock withheld by WhiteWave to satisfy the reporting person's obligations for the exercise price and taxes incurred upon his exercise of stock options.
( 2)  Represents a gift of WhiteWave common stock made by the reporting person to a family limited partnership. The reporting person, as the sole owner and manager of the general partner of the family limited partnership, has the right to make investment and voting decisions relating to the shares owned by the family limited partnership. The reporting person disclaims beneficial ownership of shares owned by the family limited partnership except to the extent of his pecuniary interest in such shares.
( 3)  Represents a gift of WhiteWave common stock made by the reporting person to a trust for the benefit of the reporting person's children. The reporting person is not a trustee of the trust and disclaims beneficial ownership of all shares owned by the trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ENGLES GREGG L
1225 - 17TH STREET
SUITE 1000
DENVER, CO 80202
X
Chairman and CEO

Signatures
/s/ Helen N. Kaminski, by power of attorney previously filed 1/13/2017
** 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 control number.
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