SEC Form 4 · accession 0001209191-16-099258
WHITEWAVE FOODS Co · WWAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregg L Engles
Officer — Chairman and CEO · Director
Period of report
Feb 14, 2016
Accepted (ET)
Feb 17, 2016 · 4:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555365
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1 | Feb 14, 2016 | M | 27,871 | $0.00 | A | 2,127,856 | D | |
| Common stockF1 | Feb 14, 2016 | F | 8,282 | $36.09 | D | 2,119,574 | D | |
| Common stockF2 | Feb 15, 2016 | M | 43,210 | $0.00 | A | 2,162,784 | D | |
| Common stockF2 | Feb 15, 2016 | F | 19,112 | $36.09 | D | 2,143,672 | D | |
| Common stockF3 | holding | — | — | — | 278,660 | I | By Family Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit | $0.00 | Feb 14, 2016 | M | 27,871 | D | Feb 14, 2016 | Feb 14, 2017 | Common stock | 27,871 | 27,870 | D |
| Restricted Stock Unit | $0.00 | Feb 15, 2016 | M | 43,210 | D | Feb 15, 2016 | Feb 15, 2016 | Common stock | 43,210 | 0 | D |
| Restricted Stock UnitF4 | $0.00 | Feb 15, 2016 | A | 55,428 | A | Feb 15, 2017 | Feb 15, 2019 | Common stock | 55,428 | 55,428 | D |
| Non Qualified Stock Option (right to buy)F5 | $36.09 | Feb 15, 2016 | A | 179,193 | A | Feb 15, 2017 | Feb 15, 2026 | Common stock | 179,193 | 179,193 | D |
Explanation of responses
- F1The reporting person received 27,871 shares of common stock upon the vesting of a restricted stock unit ("RSU"), of which a total of 8,282 shares of common stock were retained by WhiteWave to satisfy the reporting person's tax obligations upon vesting of the RSU.
- F2The reporting person received 43,210 shares of common stock upon the vesting of an RSU, of which a total of 19,112 shares of common stock were retained by WhiteWave to satisfy the reporting person's tax obligations upon vesting of the RSU.
- F3The 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 all shares owned by the family limited partnership.
- F4The RSU vests on a pro rata basis over a three-year period beginning on the first anniversary of the grant date, subject to the reporting person's continued employment with WhiteWave. The RSU will settle in shares of WhiteWave's common stock on a one-for-one basis.
- F5The option vests on a pro rata basis over a three-year period beginning on the first anniversary of the grant date, subject to the reporting person's continued employment with WhiteWave.