FORM 4
[ X ] 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 *

Magro Anthony J.
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE WHITEWAVE FOODS COMPANY, 1225 - 17TH STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

4/12/2017
(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

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
stock option (right to buy)   $36.20   4/12/2017     D         1340   (1)   1/15/2017   1/15/2026   common stock   1340     (1) 0   D    
stock option (right to buy)   $36.09   4/12/2017     D         10753   (1)   2/15/2017   2/15/2026   common stock   10753     (1) 0   D    
restricted stock unit     (2) 4/12/2017     D         517   (3)     (4)   (4) common stock   517     (3) 0   D    
restricted stock unit     (2) 4/12/2017     D         4156   (3)     (4)   (4) common stock   4156     (3) 0   D    

Explanation of Responses:
(1)  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.
(2)  Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
(3)  At the effective time of the merger, each restricted stock unit was cancelled in exchange for a cash payment equal to the $56.25 merger consideration per share.
(4)  The RSU is fully vested, but the reporting person deferred settlement until he ceased to be a member of WhiteWave's board of directors. The RSU was settled at the effective time of the merger on April 12, 2017.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Magro Anthony J.
C/O THE WHITEWAVE FOODS COMPANY
1225 - 17TH STREET, SUITE 1000
DENVER, CO 80202
X



Signatures
/s/ Helen N. Kaminski, by power of attorney previously filed 4/13/2017
** 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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