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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HARDIN JOSEPH S JR 		2. Issuer Name and Ticker or Trading Symbol

WHITEWAVE FOODS Co [ WWAV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1225 - 17TH STREET, SUITE 1000 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/12/2017
(Street)

DENVER, CO 80202
(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   4/12/2017     D    200302   (1) D $56.25   (1) 0   D    
common stock   4/12/2017     D    3452   (1) D $56.25   (1) 0   I   By trust   (2)

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
stock option (right to buy)   $29.31   4/12/2017     D         8154   (3)   5/23/2013   6/30/2017   common stock   8154     (3) 0   D    
stock option (right to buy)   $18.05   4/12/2017     D         8154   (3)   5/23/2013   6/30/2018   common stock   8154     (3) 0   D    
stock option (right to buy)   $18.46   4/12/2017     D         13513   (3)   5/23/2013   2/13/2019   common stock   13513     (3) 0   D    
stock option (right to buy)   $13.39   4/12/2017     D         9623   (3)   5/23/2013   2/12/2020   common stock   9623     (3) 0   D    
stock option (right to buy)   $9.52   4/12/2017     D         16334   (3)   2/18/2014   2/18/2021   common stock   16334     (3) 0   D    
stock option (right to buy)   $11.10   4/12/2017     D         15731   (3)   2/17/2014   2/17/2022   common stock   15731     (3) 0   D    
stock option (right to buy)   $17.00   4/12/2017     D         28986   (3)   10/25/2013   10/25/2022   common stock   28986     (3) 0   D    
stock option (right to buy)   $15.16   4/12/2017     D         13419   (3)   2/15/2014   2/15/2023   common stock   13419     (3) 0   D    
stock option (right to buy)   $26.91   4/12/2017     D         13953   (3)   2/14/2014   2/14/2024   common stock   13953     (3) 0   D    
stock option (right to buy)   $38.96   4/12/2017     D         4946   (3)   2/17/2016   2/17/2025   common stock   4946     (3) 0   D    
stock option (right to buy)   $36.09   4/12/2017     D         5376   (3)   2/15/2017   2/15/2026   common stock   5376     (3) 0   D    
restricted stock unit     (4) 4/12/2017     D         9648   (5)     (6)   (6) common stock   9648     (5) 0   D    
restricted stock unit     (4) 4/12/2017     D         6968   (5)     (6)   (6) common stock   6968     (5) 0   D    
restricted stock unit     (4) 4/12/2017     D         6352   (5)   2/17/2016   2/17/2018   common stock   6352     (5) 0   D    
restricted stock unit     (4) 4/12/2017     D         6858   (5)   2/15/2017   2/15/2019   common stock   6858     (5) 0   D    

Explanation of Responses:
(1)  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.
(2)  Shares held by a trust of which the reporting person's sister is the beneficiary. The reporting person is the trustee and disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the trust, if any.
(3)  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.
(4)  Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
(5)  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.
(6)  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.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HARDIN JOSEPH S JR
1225 - 17TH STREET
SUITE 1000
DENVER, CO 80202 		X



Signatures
/s/ Helen N. Kaminski, by power of attorney previously filed 4/13/2017
** 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 control number.
Whitewave Foods Company (The) (delisted) (NYSE:WWAV)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Whitewave Foods Company (The) (delisted) Charts.
Whitewave Foods Company (The) (delisted) (NYSE:WWAV)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Whitewave Foods Company (The) (delisted) Charts.