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^*

MCCOOK RICHARD P

(Last)

(First)

(Middle)

5050 EDGEWOOD COURT

(Street)

JACKSONVILLE

32254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WINN DIXIE STORES INC [ WIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2003

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								50,374	D
Common Stock⁽¹⁾	08/21/2003		A		51,515	A	⁽²⁾	68,371	D
Common Stock⁽³⁾								4,972	I	Profit Sharing Retirement Plan
Common Stock⁽⁴⁾								14,730	I	By Wife
Common Stock⁽⁴⁾								1,350	I	By Father
Common Stock⁽⁴⁾								231	I	As custodian for minor daughter
Common Stock⁽⁴⁾								804	I	As custodian for minor son

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)
Key Employee Stock Option Plan	$41.506							⁽⁵⁾	01/15/2005	Common Stock	7,432		7,432	D
Key Employee Stock Option Plan	$36.4375							⁽⁵⁾	01/15/2006	Common Stock	11,796		11,796	D
Key Employee Stock Option Plan	$14.5							⁽⁵⁾	01/15/2007	Common Stock	88,591		88,591	D
Key Employee Stock Option Plan	$25.95							⁽⁶⁾	01/15/2008	Common Stock	31,512		31,512	D
Key Employee Stock Option Plan	$15.19							⁽⁷⁾	01/15/2010	Common Stock	33,937		33,937	D
Key Employee Stock Option Plan	$10.09	08/21/2003		A		74,825		⁽⁸⁾	02/21/2010	Common Stock	74,825	⁽⁹⁾	74,825	D
Stock Options	$20							⁽¹⁰⁾	01/28/2010	Common Stock	92,267		92,267	D

Explanation of Responses:

1. Restricted shares awarded under Winn-Dixie Stores, Inc. Officer Compensation Program, subject to forfeiture.

2. Performance Accelerated Restricted Shares awarded as of 8/21/2003 by Compensation Committee at meeting held on August 21, 2003. PARS vest upon reaching certain performance levels or at the end of 5 years, whichever occurs first.

3. A calculated equivalent of shares held for the participant under the Winn-Dixie Stock Fund under the issuer's Profit Sharing/401(k) Plan. Participants hold plan units, which include cash and cash equivalent investments, the percentages of which fluctuate. The number of share equivalents fluctuates with changes in values of the investments and can change without change in investment direction.The total share equivalent shown reflects August 21, 2003 values and Plan investment balances.

4. Richard P. McCook disclaims beneficial ownership of all such shares.

5. All are now exercisable.

6. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 6/15/2002.

7. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 8/7/2003.

8. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 8/21/2004.

9. Options granted as of 8/21/2003 by Compensation Committee at meeting held on August 21, 2003.

10. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or twenty percent (20%) of the option is exercisable on each anniversary date of the grant for 5 consecutive years, beginning 1/28/2001.

Remarks:

	Richard P. McCook By: Winn-Dixie Stores, Inc., Judith W. Dixon, Secretary, Attorney-in-Fact	08/22/2003
	** 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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