SEC Form 4 · accession 0001209191-17-026864

WHITEWAVE FOODS Co · WWAV

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

Reporting owner

Joseph S Hardin Jr.

Director

Period of report

Apr 12, 2017

Accepted (ET)

Apr 13, 2017 · 4:27 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	200,302	$56.25	D	0	D
common stock^F1,F2	Apr 12, 2017	D	3,452	$56.25	D	0	I	By trust

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	$29.31	Apr 12, 2017	D	8,154	D	May 23, 2013	Jun 30, 2017	common stock	8,154	D
stock option (right to buy)^F3	$18.05	Apr 12, 2017	D	8,154	D	May 23, 2013	Jun 30, 2018	common stock	8,154	D
stock option (right to buy)^F3	$18.46	Apr 12, 2017	D	13,513	D	May 23, 2013	Feb 13, 2019	common stock	13,513	D
stock option (right to buy)^F3	$13.39	Apr 12, 2017	D	9,623	D	May 23, 2013	Feb 12, 2020	common stock	9,623	D
stock option (right to buy)^F3	$9.52	Apr 12, 2017	D	16,334	D	Feb 18, 2014	Feb 18, 2021	common stock	16,334	D
stock option (right to buy)^F3	$11.10	Apr 12, 2017	D	15,731	D	Feb 17, 2014	Feb 17, 2022	common stock	15,731	D
stock option (right to buy)^F3	$17.00	Apr 12, 2017	D	28,986	D	Oct 25, 2013	Oct 25, 2022	common stock	28,986	D
stock option (right to buy)^F3	$15.16	Apr 12, 2017	D	13,419	D	Feb 15, 2014	Feb 15, 2023	common stock	13,419	D
stock option (right to buy)^F3	$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)^F3	$38.96	Apr 12, 2017	D	4,946	D	Feb 17, 2016	Feb 17, 2025	common stock	4,946	D
stock option (right to buy)^F3	$36.09	Apr 12, 2017	D	5,376	D	Feb 15, 2017	Feb 15, 2026	common stock	5,376	D
restricted stock unit^F5,F4,F6	—	Apr 12, 2017	D	9,648	D	—	—	common stock	9,648	D
restricted stock unit^F5,F4,F6	—	Apr 12, 2017	D	6,968	D	—	—	common stock	6,968	D
restricted stock unit^F5,F4	—	Apr 12, 2017	D	6,352	D	Feb 17, 2016	Feb 17, 2018	common stock	6,352	D
restricted stock unit^F5,F4	—	Apr 12, 2017	D	6,858	D	Feb 15, 2017	Feb 15, 2019	common stock	6,858	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.
F2Shares held by a trust of which the reporting person's sister is the beneficiary. The reporting person is the trustee and disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the trust, if any.
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.
F6The 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.