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 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)

C/O THE WHITEWAVE FOODS COMPANY, 1225 SEVENTEENTH STREET, SUITE 1000 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2014
(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
Class A common stock   2/15/2014     M    1235   (1) A $0   177047   D  
 
Class A common stock   2/15/2014     M    2445   (2) A $0   179492   D  
 
Class A common stock   2/17/2014     M    1840   (3) A $0   181332   D  
 
Class A common stock                  2949   (4) I   By Trust  

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
Non Qualified Stock Option (right to buy)   $26.91   2/14/2014     A      13953       2/14/2014   (5) 2/14/2024   Class A common stock   13953   $0   13953   D  
 
Restricted Stock Units   $0   2/14/2014     A      6968       2/14/2015   (6) 2/14/2017   Class A common stock   6968   $0   6968   D  
 
Restricted Stock Units (WU00033)   $0   2/15/2014     M         1235    2/15/2014   (1) 2/16/2016   Class A common stock   1235   $0   2469   D  
 
Restricted Stock Units (WU705742)   $0   2/15/2014     M         2445    2/15/2014   (2) 2/15/2016   Class A common stock   2445   $0   4888   D  
 
Restricted Stock Unit (WU705704)   $0   2/17/2014     M         1840    2/17/2014   (3) 2/17/2015   Class A common stock   1840   $0   1840   D  
 

Explanation of Responses:
( 1)  The reporting person received 1,235 shares of Class A common stock upon the vesting of a restricted stock unit ("RSU").
( 2)  The reporting person received 2,445 shares of Class A common stock upon the vesting of an RSU.
( 3)  The reporting person received 1,840 shares of Class A common stock upon the vesting of an RSU.
( 4)  Shares held by trusts of which the reporting person's daughter and sister are the beneficiaries. 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.
( 5)  The option is fully vested and is immediately exercisable upon grant.
( 6)  The RSU vests on a pro rata basis over a three-year period beginning on the first anniversary of the grant date, subject to the reporting person's continued service on the WhiteWave Board of Directors. The RSU will settle in shares of WhiteWave Class A common stock on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HARDIN JOSEPH S JR
C/O THE WHITEWAVE FOODS COMPANY
1225 SEVENTEENTH STREET, SUITE 1000
DENVER, CO 80202 		X



Signatures
Jackie Hill, by power of attorney 2/18/2014
** 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.
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