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^*

Grishakov Max

(Last)

(First)

(Middle)

410 N. MICHIGAN AVENUE

(Street)

CHICAGO

606114213

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WRIGLEY WM JR CO [ WWY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V. P. & Managing Dir.-Russia

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2008

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	10/06/2008		D⁽¹⁾⁽²⁾		4,775	D	$80	0.00	D
Common Stock/Class B	10/06/2008		D⁽¹⁾		270	D	$80	0.00	D

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)
Common Stock Units	⁽³⁾	10/06/2008		A⁽⁴⁾		7,668		⁽⁵⁾	⁽⁵⁾	Common Stock	7,668	$0	7,668	D
Common Stock Units	⁽³⁾	10/06/2008		D⁽⁶⁾⁽⁷⁾			7,668	⁽⁵⁾	⁽⁵⁾	Common Stock	7,668	$80	0.00	D
Stock Option (Right to Buy) O-05	$55.48	10/06/2008		D⁽⁸⁾			6,875	05/19/2006	05/19/2015	Common Stock	6,875	$80	0.00	D
Stock Option (Right to Buy)O-03	$43.74	10/06/2008		D⁽⁸⁾			813	05/20/2004	05/20/2013	Common Stock	813	$80	0.00	D
Stock Option (Right to Buy)O-04	$49.82	10/06/2008		D⁽⁸⁾			2,625	05/25/2005	05/25/2014	Common Stock	2,625	$80	0.00	D
Stock Option(Right to Buy)06-O	$46.6	10/06/2008		D⁽⁸⁾			7,800	05/18/2007	05/18/2016	Common Stock	7,800	$80	0.00	D
Stock Option(Right to Buy)07-O	$58.06	10/06/2008		D⁽⁸⁾			12,900	05/22/2008	05/22/2017	Common Stock	12,900	$80	0.00	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated April 28, 2008 (the "Merger Agreement"), among Wm. Wrigley Jr. Company (the "Company"), Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation, in exchange for the right to receive $80.00 per share, without interest and less any applicable withholding tax.

2. Pursuant to the Merger Agreement, each outstanding restricted stock unit award was converted into the right to receive $80.00 in cash, without interest and less any applicable withholding tax, per restricted stock unit, to the extent vested by its terms at the effective time of the merger.

3. Each share unit is equivalent to one share of the Company's Common Stock.

4. Share units acquired under the Long Term Stock Grant Program, part of the Management Incentive Plan Program, which Plan is 16b-3 exempt.

5. Share units can be awarded under various programs of the Management Incentive Plan (MIP), which Plan is exempt under Rule 16b-3. Shares or share units acquired under the Long Term Stock Grant are not restricted. Shares or share units acquired under the Stock Award Program are restricted as to sale or transfer until retirement, termination or death.

6. Pursuant to the Merger Agreement, each outstanding stock unit award granted under the Company's Long-Term Stock Grant Program was converted into the right to receive an amount in cash equal to the product of (i) the number of shares subject to such stock unit, to the extent earned and satisfying the applicable performance conditions at the effective time of the merger in respect of the portion of the performance or grant cycle that has elapsed through the effective time, and (ii) $80.00, without interest and less any applicable withholding tax.

7. Pursuant to the Merger Agreement, each share or share unit of Common Stock and Class B Common Stock awarded under the Management Incentive Plan (MIP) was converted into the right to receive $80.00 per share, without interest and less any applicable withholding tax.

8. Pursuant to the Merger Agreement, this option, which provided for vesting in four (4) equal annual installments beginning one year from the grant date, was converted into the right to receive an amount in cash, without interest and less any applicable withholding tax, equal to the product of (i) the total number of shares of Common Stock covered by such option, multiplied by (ii) the excess of $80.00 over the exercise price per share of such option.

	By: Mark Monroe under POA for Max Grishakov	10/07/2008
	** 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).
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