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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WINKLEBLACK ARTHUR B (Last) (First) (Middle) H. J. HEINZ COMPANY P.O. BOX 57 (Street) PITTSBURGH PA 15230-0057 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEINZ H J CO [ HNZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.25 Par Value	09/09/2010		M		28,272	A	$32.0645	167,512(1)	D
Common Stock, $.25 Par Value	09/09/2010		S		26,948	D	$46.49(2)	140,564(1)	D
Common Stock, $.25 Par Value	09/09/2010		M		55,995	A	$36.1818	196,559(1)	D
Common Stock, $.25 Par Value	09/09/2010		S		54,144	D	$46.63(3)	142,415(1)	D
Common Stock, $.25 Par Value	09/09/2010		M		27,690	A	$37.18	170,105(1)	D
Common Stock, $.25 Par Value	09/09/2010		S		26,865	D	$46.46(4)	143,240(1)	D
Common Stock, $.25 Par Value								4,999	I	H. J. Heinz Company Employee Retirement and Savings Plan Account as of August 31, 2010

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(5)	$32.0645	09/09/2010		M		28,272		09/12/2005	09/12/2012	Common Stock, $.25 Par Value	28,272	$0	0	D
Employee Stock Option (Right to Buy)(5)	$36.1818	09/09/2010		M		55,995		01/07/2005	07/12/2012	Common Stock, $.25 Par Value	55,995	$0	0	D
Employee Stock Option (Right to Buy)	$37.18	09/09/2010		M		27,690		(6)	05/17/2012	Common Stock, $.25 Par Value	27,690	$0	0	D

Explanation of Responses:

1. Includes 6,752 shares purchased through the Heinz Global Stock Purchase Plan.

2. This transaction was executed in multiple trades at prices ranging from $46.49 - $46.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a shareholder of the issuer, full information regarding the number of shares and prices at which the transaction was affected.

3. This transaction was executed in multiple trades at prices ranging from $46.51 - $46.71. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a shareholder of the issuer, full information regarding the number of shares and prices at which the transaction was affected.

4. This transaction was executed in multiple trades at prices ranging from $46.38 - $46.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a shareholder of the issuer, full information regarding the number of shares and prices at which the transaction was affected.

5. This option was granted in 2002 and was adjusted to reflect the result of a stock split and the stock distribution resulting from the spin off of certain businesses to Del Monte Corporation on December 20, 2002.

6. Option vested in 25% increments on each of the following dates: 5/17/2006; 5/17/2007; 5/17/2008 and 5/17/2009.

Remarks:

	/s/ Patrick J. Guinee, Attorney-in-Fact for Arthur B. Winkleblack	09/10/2010
	** 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).
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