SEC Form 4 · accession 0001209191-17-026856
WHITEWAVE FOODS Co · WWAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin C Yost
Officer — U.S. Group President - AF&B
Period of report
Apr 12, 2017
Accepted (ET)
Apr 13, 2017 · 4:19 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stockF1 | Apr 12, 2017 | D | 66,958 | $56.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| stock option (right to buy)F2 | $22.57 | Apr 12, 2017 | D | 47,185 | D | Jan 2, 2015 | Jan 2, 2024 | common stock | 47,185 | 0 | D |
| stock option (right to buy)F2 | $38.96 | Apr 12, 2017 | D | 18,318 | D | Feb 17, 2016 | Feb 17, 2025 | common stock | 18,318 | 0 | D |
| stock option (right to buy)F2 | $36.09 | Apr 12, 2017 | D | 37,331 | D | Feb 15, 2017 | Feb 15, 2026 | common stock | 37,331 | 0 | D |
| restricted stock unitF4,F3 | — | Apr 12, 2017 | D | 5,702 | D | Feb 17, 2016 | Feb 17, 2018 | common stock | 5,702 | 0 | D |
| restricted stock unitF4,F3 | — | Apr 12, 2017 | D | 11,544 | D | Feb 15, 2017 | Feb 15, 2019 | common stock | 11,544 | 0 | 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.
- F2At 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.
- F3Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
- F4At 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.