SEC Form 4 · accession 0001209191-17-026858

WHITEWAVE FOODS Co · WWAV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michelle P Goolsby

Director

Period of report

Apr 12, 2017

Accepted (ET)

Apr 13, 2017 · 4:22 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 stock^F1	Apr 12, 2017	D	36,556	$56.25	D	0	D

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)^F2	$15.17	Apr 12, 2017	D	28,661	D	Nov 30, 2013	Nov 30, 2022	common stock	28,661	D
stock option (right to buy)^F2	$15.16	Apr 12, 2017	D	26,838	D	Feb 15, 2013	Feb 15, 2023	common stock	26,838	D
stock option (right to buy)^F2	$26.91	Apr 12, 2017	D	13,953	D	Feb 14, 2014	Feb 14, 2024	common stock	13,953	D
stock option (right to buy)^F2	$38.96	Apr 12, 2017	D	9,892	D	Feb 17, 2015	Feb 17, 2025	common stock	9,892	D
restricted stock unit^F4,F3	—	Apr 12, 2017	D	1,475	D	Feb 17, 2016	Feb 17, 2018	common stock	1,475	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.