SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARDIN JOSEPH S JR

(Last)

(First)

(Middle)

1225 - 17TH STREET

SUITE 1000

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITEWAVE FOODS Co [ WWAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/15/2016		M		1,234⁽¹⁾	A	$0.00	211,295	D
Common stock	02/15/2016		M		2,444⁽¹⁾	A	$0.00	213,739	D
Common stock								3,452⁽²⁾	I	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	02/15/2016		M			1,234	02/15/2016	02/15/2016	Common stock	1,234	$0.00	0	D
Restricted Stock Unit	$0.00	02/15/2016		M			2,444	02/15/2016	02/15/2016	Common stock	2,444	$0.00	0	D
Restricted Stock Unit	$0.00	02/15/2016		A		6,858		02/15/2017⁽³⁾	02/15/2017	Common stock	6,858	$0.00	6,858	D
Non Qualified Stock Option (right to buy)	$36.09	02/15/2016		A		5,376		02/15/2017⁽⁴⁾	02/15/2026	Common stock	5,376	$0.00	5,376	D

Explanation of Responses:

1. The reporting person received shares of WhiteWave common stock upon the vesting of a restricted stock unit ("RSU").

2. Shares 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.

3. The RSU vests in full on the one year anniversary of the grant date, subject to the reporting person's continued service on the WhiteWave Board of Directors. The RSU will settle in shares of WhiteWave's common stock on a one-for-one basis.

4. The option vests in full and is fully exercisable on the one year anniversary of the grant date, subject to the reporting person's continued service on the WhiteWave Board of Directors.

Remarks:

	/s/ Helen N. Kaminski, by power of attorney previously filed	02/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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