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*
COSTLEY GARY E
(Last) (First) (Middle)
110 CHESHIRE LANE
(Street)
MINNETONKA MN 55305-1060
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL MULTIFOODS CORP [ IMC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2004
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 02/09/2004 A 1,500 A $0 67,232(1) D
Common Stock 5,443.7001 I 401(k) Plan
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
Stock Option $18.1875 01/01/1997 12/31/2006 Common Stock 100,000 100,000 D
Stock Option $18.1875 (2) 12/31/2006 Common Stock 75,000 75,000 D
Stock Option $18.1875 01/01/2005 12/31/2006 Common Stock 25,000 25,000 D
Stock Option $25.4375 02/02/2006 02/01/2008 Common Stock 75,000 75,000 D
Stock Option $25.4375 02/28/1999 02/01/2008 Common Stock 25,000 25,000 D
Stock Option $25.4375 02/02/2006 02/01/2008 Common Stock 18,750 18,750 D
Stock Option $25.4375 02/28/1999 02/01/2008 Common Stock 6,250 6,250 D
Stock Option $29.2812 03/19/1999 03/18/2008 Common Stock 30,000 30,000 D
Stock Option $21.75 03/18/2000 03/17/2009 Common Stock 20,000 20,000 D
Stock Option $11.8438 03/23/2001 03/22/2010 Common Stock 100,000 100,000 D
Stock Option $21.23 (3) 07/01/2011 Common Stock 32,000 32,000 D
Stock Unit (4) 07/02/2004 07/02/2004 Common Stock 30,000 30,000 D
Stock Option $27.35 (5) 06/19/2012 Common Stock 42,000 42,000 D
Stock Unit (4) 06/20/2005 06/20/2005 Common Stock 22,000 22,000 D
Stock Option $23.2 (6) 06/19/2013 Common Stock 46,000 46,000 D
Stok Unit (4) 06/20/2006 06/20/2006 Common Stock 25,000 25,000 D
Explanation of Responses:
1. Includes an aggregate of 17,932 restricted shares which were granted to the Reporting Person under the stock-based incentive plan of International Multifoods Corporation (the "Company"). While the Reporting Person has the right to vote the shares and a qualified right to receive dividends thereon, the shares do not vest until a future date pursuant to the plan and the respective Restricted Stock Award Agreements.
2. The option became exercisable in three installments of 25,000 shares each on February 28, 1998, February 28, 1999 and February 29, 2000, respectively.
3. The option becomes exercisable in three installments of 16,000 shares each on July 2, 2002, July 2, 2003 and July 2, 2004, respectively.
4. Each unit will be paid in shares of Common Stock of the Company in an amount equal to the value of a share of the Common Stock of the Company on the date of vesting.
5. The option becomes exercisable in three installments of 14,000 shares each on June 20, 2003, June 20, 2004 and June 20, 2005.
6. The option becomes exercisable in three installments of 15,334 shares and 15,333 shares on June 20, 2004, June 20, 2005 and June 20, 2006, respectively.
/s/ Gary E. Costley 02/10/2004
** 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.