Statement of Changes in Beneficial Ownership (4)
April 13 2017 - 4:26PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
GREEN STEPHEN L
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2. Issuer Name
and
Ticker or Trading Symbol
WHITEWAVE FOODS Co
[
WWAV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1225 - 17TH STREET, SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/12/2017
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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common stock
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4/12/2017
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D
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75249
(1)
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D
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$56.25
(1)
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0
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D
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common stock
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4/12/2017
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D
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123726
(1)
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D
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$56.25
(1)
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0
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I
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By trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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stock option (right to buy)
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$29.31
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4/12/2017
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D
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4077
(3)
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5/23/2013
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6/30/2017
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common stock
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4077
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(3)
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0
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D
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stock option (right to buy)
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$18.05
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4/12/2017
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D
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4077
(3)
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5/23/2013
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6/30/2018
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common stock
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4077
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(3)
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0
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D
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stock option (right to buy)
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$18.46
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4/12/2017
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D
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13513
(3)
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5/23/2013
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2/13/2019
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common stock
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13513
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(3)
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0
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D
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stock option (right to buy)
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$13.39
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4/12/2017
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D
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9623
(3)
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5/23/2013
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2/12/2020
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common stock
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9623
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(3)
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0
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D
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stock option (right to buy)
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$9.52
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4/12/2017
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D
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16334
(3)
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2/18/2014
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2/18/2021
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common stock
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16334
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(3)
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0
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D
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stock option (right to buy)
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$11.10
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4/12/2017
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D
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15731
(3)
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2/17/2014
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2/17/2022
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common stock
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15731
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(3)
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0
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D
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stock option (right to buy)
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$17.00
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4/12/2017
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D
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14493
(3)
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10/25/2013
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10/25/2022
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common stock
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14493
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(3)
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0
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D
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stock option (right to buy)
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$15.16
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4/12/2017
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D
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13419
(3)
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2/15/2014
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2/15/2023
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common stock
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13419
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(3)
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0
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D
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stock option (right to buy)
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$26.91
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4/12/2017
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D
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13953
(3)
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2/14/2014
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2/14/2024
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common stock
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13953
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(3)
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0
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D
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stock option (right to buy)
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$38.96
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4/12/2017
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D
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9892
(3)
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2/17/2015
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2/17/2025
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common stock
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9892
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(3)
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0
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D
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stock option (right to buy)
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$36.09
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4/12/2017
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D
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10753
(3)
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2/15/2017
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2/15/2026
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common stock
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10753
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(3)
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0
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D
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restricted stock unit
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(4)
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4/12/2017
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D
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1386
(5)
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(6)
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(6)
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common stock
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1386
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(5)
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0
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D
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restricted stock unit
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(4)
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4/12/2017
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D
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120
(5)
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(6)
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(6)
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common stock
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120
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(5)
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0
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D
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restricted stock unit
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(4)
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4/12/2017
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D
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650
(5)
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(6)
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(6)
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common stock
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650
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(5)
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0
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D
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restricted stock unit
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(4)
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4/12/2017
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D
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255
(5)
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(6)
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(6)
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common stock
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255
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(5)
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0
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D
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restricted stock unit
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(4)
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4/12/2017
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D
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1475
(5)
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2/17/2016
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2/17/2018
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common stock
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1475
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(5)
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0
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D
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Explanation of Responses:
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(1)
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At the effective time of the merger with Danone S.A., each outstanding share of WhiteWave common stock automatically was converted into the right to receive the $56.25 merger consideration per share in cash.
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(2)
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Shares held by a trust, of which the reporting person's descendants are the beneficiaries. The reporting person disclaims beneficial ownership of these shares held by the trust except to the extent of the reporting person's pecuniary interest in the trust, if any.
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(3)
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At the effective time of the merger, each stock option was cancelled in exchange for a per share cash payment equal to the difference between the $56.25 merger consideration per share and the exercise price of the stock option.
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(4)
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Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
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(5)
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At the effective time of the merger, each RSU was cancelled in exchange for a cash payment equal to the $56.25 merger consideration per share.
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(6)
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The RSU is fully vested, but the reporting person deferred settlement until he ceased to be a member of WhiteWave's board of directors. The RSU was settled at the effective time of the merger on April 12, 2017.
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Remarks:
On April 12, 2017, the merger of The WhiteWave Foods Company with a wholly-owned indirect subsidiary of Danone S.A. was completed. As a result and at the effective time of the merger, (i) each share of WhiteWave common stock that was issued and outstanding automatically was cancelled and converted into the right to receive $56.25 in cash, and (ii) each outstanding WhiteWave equity award was cancelled in exchange for cash consideration equal to $56.25 per share, less any applicable per share exercise price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GREEN STEPHEN L
1225 - 17TH STREET
SUITE 1000
DENVER, CO 80202
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X
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Signatures
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/s/ Helen N. Kaminski, by power of attorney previously filed
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4/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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