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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DOLE FOOD CO INC [ DOLE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/28/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/28/2009 | J | 1,000(1)(2) | D | $12.5 | 51,709,000 | I | See Footnote(3) | ||
Common Stock | 10/28/2009 | J | 778(2) | A | $12.5 | 778 | I | See Footnote(4) | ||
Common Stock | 10/28/2009 | J | 222(2) | A | $12.5 | 222 | I | See Footnote(5) | ||
Common Stock | 10/28/2009 | J | 51,709,000(6) | D | (6) | 0(6) | I | See Footnote(6) | ||
Common Stock | 10/28/2009 | J | 415,200(7)(8) | D | (8) | 40,885,086(7) | I | See Footnote(4) | ||
Common Stock | 10/28/2009 | J | 960,000(7)(9) | D | (9) | 39,925,086(7) | I | See Footnote(4) | ||
Common Stock | 11,784,914(7) | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On October 28, 2009, immediately prior to the merger of DHM Holding Company, Inc. ("DHM") into the issuer (the "Merger"), the issuer effected a forward split of its common stock at a ratio of 51,710-for-1, resulting in DHM directly owning 51,709,000 additional shares of issuer common stock. Each of the share numbers reported herein has been adjusted to reflect this split. |
2. These shares were transferred to the stockholders of DHM, the David H. Murdock Living Trust, dated May 28,1986, as amended (the "Trust") and Castle & Cooke Holdings, Inc. ("C&C"), on a pro rata basis. The transfer did not result in a change in David Murdock's, the Trust's or C&C's pecuniary interest in these shares. |
3. These shares were owned directly by DHM and indirectly by Mr. Murdock, the Trust and C&C. Mr. Murdock is the sole trustee and beneficiary of the Trust, which (1) prior to the Merger owned a majority interest in DHM, and (2) is the sole stockholder of C&C, which prior to the Merger owned the remaining minority interest in DHM. |
4. These shares are owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust. |
5. These shares are owned directly by C&C and indirectly by Mr. Murdock and the Trust. |
6. At the effective time of the Merger, these shares, representing all the issued and outstanding shares of issuer common stock owned by DHM, by virtue of the Merger, were cancelled and retired and ceased to exist. No consideration was delivered to DHM in respect thereof. |
7. At the effective time of the Merger, each issued and outstanding share of issuer common stock owned by any person other than DHM, by virtue of the Merger, split into 53,085.2 shares of issuer common stock, resulting in the Trust owning 41,299,508 additional shares of issuer common stock and C&C owning 11,784,692 additional shares of issuer common stock. The number of shares reported has been adjusted to reflect this split. |
8. These shares were redeemed by the issuer in exchange for the transfer to the Trust of an 85% interest in Wellbeing Properties, LLC, and the assumption by the Trust of $30 million of debt associated with Wellbeing Properties, LLC. This redemption was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. |
9. These shares were redeemed by the issuer in exchange for the transfer to the Trust of the issuer's ownership interest in one parcel of idle farmland of approximately 1600 acres in Honduras. This redemption was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. |
/s/ C. Michael Carter, attorney-in-fact for David H. Murdock | 10/30/2009 | |
/s/ C. Michael Carter, attorney-in-fact for David H. Murdock Living Trust, dated May 28, 1986, as amended | 10/30/2009 | |
/s/ C. Michael Carter, attorney-in-fact for Castle & Cooke Holdings, Inc. | 10/30/2009 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |