Sec Form 4 Filing - Kocher Brian W @ CHIQUITA BRANDS INTERNATIONAL INC - 2014-03-14

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kocher Brian W
2. Issuer Name and Ticker or Trading Symbol
CHIQUITA BRANDS INTERNATIONAL INC [ CQB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and Chief OperatingOfficer
(Last) (First) (Middle)
550 SOUTH CALDWELL STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2014
(Street)
CHARLOTTE, NC28202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 ( 1 ) 03/14/2014 F 3,336 D $ 11.25 247,612 D
Common Stock ( 2 ) 03/14/2014 S 1,006 D $ 11.16 ( 3 ) 246,606 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kocher Brian W
550 SOUTH CALDWELL STREET
CHARLOTTE, NC28202
EVP and Chief OperatingOfficer
Signatures
James E. Thompson as Attorney-in-Fact for Brian W. Kocher 03/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Table I, Item l. Shares withheld, based on the fair market value of the Common Stock on March 14, 2014, to pay required withholding taxes upon the vesting of 10,063 shares pursuant to a Restricted Stock Award granted March 14, 2013 under the Company's Stock and Incentive Plan. The full award was previously reported
( 2 )Table I, Item l. Shares sold pursuant to a previously adopted and disclosed Rule 10b5-1 trading plan in an amount (10%) corresponding to estimated taxes due in excess of amounts withheld upon the vesting of the March 14, 2013 Award referenced above.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.07 to $11.28. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth above.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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