SEC Form 4 · accession 0001209191-17-026851

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

Apr 12, 2017

Accepted (ET)

Apr 13, 2017 · 4:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001555365

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
common stock^F1	Apr 12, 2017	D	678,337	$56.25	D	D
common stock^F1,F2	Apr 12, 2017	D	278,660	$56.25	D	I	By family limited partnership I
common stock^F1,F2	Apr 12, 2017	D	1,227,000	$56.25	D	I	By family limited partnership II

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
stock option (right to buy)^F3	$23.33	Apr 12, 2017	D	451,221	D	May 23, 2013	Jan 15, 2018	common stock	451,221	D
stock option (right to buy)^F3	$18.46	Apr 12, 2017	D	467,530	D	May 23, 2013	Feb 13, 2019	common stock	467,530	D
stock option (right to buy)^F3	$13.39	Apr 12, 2017	D	241,467	D	May 23, 2013	Feb 12, 2020	common stock	241,467	D
stock option (right to buy)^F3	$9.52	Apr 12, 2017	D	568,961	D	Feb 24, 2012	Feb 24, 2021	common stock	568,961	D
stock option (right to buy)^F3	$11.10	Apr 12, 2017	D	1,087,280	D	Feb 17, 2013	Feb 17, 2022	common stock	1,087,280	D
stock option (right to buy)^F3	$17.00	Apr 12, 2017	D	1,014,493	D	Oct 25, 2013	Oct 25, 2022	common stock	1,014,493	D
stock option (right to buy)^F3	$15.16	Apr 12, 2017	D	469,673	D	Feb 15, 2014	Feb 15, 2023	common stock	469,673	D
stock option (right to buy)^F3	$26.91	Apr 12, 2017	D	261,615	D	Feb 14, 2015	Feb 14, 2024	common stock	261,615	D
stock option (right to buy)^F3	$38.96	Apr 12, 2017	D	164,863	D	Feb 17, 2016	Feb 17, 2025	common stock	164,863	D
stock option (right to buy)^F3	$36.09	Apr 12, 2017	D	179,193	D	Feb 15, 2017	Feb 15, 2026	common stock	179,193	D
restricted stock unit^F5,F4	—	Apr 12, 2017	D	17,114	D	Feb 17, 2016	Feb 17, 2018	common stock	17,114	D
restricted stock unit^F5,F4	—	Apr 12, 2017	D	36,952	D	Feb 15, 2017	Feb 15, 2019	common stock	36,952	D

Explanation of responses

F1At 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.
F2The 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 WhiteWave 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.
F3At 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.
F4Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
F5At 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.