FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WOLFORD RICHARD G
2. Issuer Name and Ticker or Trading Symbol

DEL MONTE FOODS CO [ DLM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COB, President and CEO
(Last)          (First)          (Middle)

DEL MONTE CORPORATION, ONE MARKET @ THE LANDMARK
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2010
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01, Par Value   5/6/2010     A    581   (1) A $12.01   (2) 652316   (3) D    
Common Stock, $0.01, Par Value                  306538   I   Richard G. Wolford, Ttee Trust U/a March 19, 2003  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  Represents 580.84 deferred stock units issued under Del Monte Foods Company's 2002 Stock Incentive Plan pursuant to Del Monte's AIP Deferred Compensation Plan. Each deferred stock unit issued in connection with the AIP Deferred Compensation Plan is credited with dividends that are converted into additional deferred stock units. The deferred stock units reported herein reflect the additional deferred stock units credited in connection with the dividend the Company paid on 5/6/10. Vesting of deferred stock units credited in connection with a dividend will follow the vesting of the underlying deferred stock units with respect to which such credited deferred stock units were calculated.
( 2)  Credited dividends were converted into additional deferred stock units based on the high/low average of the Company's stock on the transaction date.
( 3)  Includes 140,039.83 deferred stock units and 442,400 Performance Accelerated Restricted Stock Units (PARS).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WOLFORD RICHARD G
DEL MONTE CORPORATION
ONE MARKET @ THE LANDMARK
SAN FRANCISCO, CA 94105
X
COB, President and CEO

Signatures
/s/ David L. Meyers, signed pursuant to power of attorney 5/7/2010
** 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).
** 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.
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