- Statement of Changes in Beneficial Ownership (4)
December 22 2010 - 3:47PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
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1. Name and Address of Reporting Person
*
WOLFORD RICHARD G
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2. Issuer Name
and
Ticker or Trading Symbol
DEL MONTE FOODS CO
[
DLM
]
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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
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(Last)
(First)
(Middle)
DEL MONTE CORPORATION, ONE MARKET @ THE LANDMARK
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2010
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(Street)
SAN FRANCISCO, CA 94105
(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, $0.01, Par Value
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12/20/2010
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M
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750000
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A
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$7.37
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1535360
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D
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Common Stock, $0.01, Par Value
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12/20/2010
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M
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265000
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A
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$8.78
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1800360
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D
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Common Stock, $0.01, Par Value
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12/20/2010
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S
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1015000
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D
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$18.75
(1)
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785360
(2)
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D
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Common Stock, $0.01, Par Value
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306538
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I
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Richard G. Wolford, Ttee Trust U/a March 19, 2003
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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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Employee Stock Option (right To Purchase)
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$7.37
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12/20/2010
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M
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750000
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(3)
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4/8/2013
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Common Stock, $0.01, Par Value
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750000
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$0
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0
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D
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Employee Stock Option (right To Purchase)
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$8.78
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12/20/2010
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M
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265000
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(4)
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9/12/2013
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Common Stock, $0.01, Par Value
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265000
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$0
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600000
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D
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Explanation of Responses:
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(
1)
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This transaction was executed in multiple trades at prices ranging from $18.75 to $18.765. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
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(
2)
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Includes 292,030.73 deferred stock units, 178,000 Performance Accelerated Restricted Stock Units (PARS) and 68,700 Restricted Stock Units (RSU).
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(
3)
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This option vested 75% on April 8, 2006 and 25% on April 8, 2007.
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(
4)
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This option vested in 4 equal installments on September 12, 2004, 2005, 2006 and 2007.
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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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WOLFORD RICHARD G
DEL MONTE CORPORATION
ONE MARKET @ THE LANDMARK
SAN FRANCISCO, CA 94105
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X
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COB, President and CEO
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Signatures
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/s/ James Potter, signed pursuant to power of attorney
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12/22/2010
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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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