Sec Form 4 Filing - Fugger Edward F @ WHITEWAVE FOODS Co - 2015-02-17

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 Fugger Edward F 2. Issuer Name and Ticker or Trading Symbol WHITEWAVE FOODS Co [ WWAV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 1225 17TH STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (Street) DENVER, CO80202 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 02/17/2015 M 8,366 ( 1 ) A $ 0 74,794 D Common stock 02/17/2015 F 2,377 ( 1 ) D $ 38.96 72,417 D Common stock 02/17/2015 S 10,000 ( 2 ) D $ 38.9165 62,417 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 Restricted Stock Unit $ 0 02/17/2015 M 8,366 02/17/2015 02/17/2015 Common stock 8,366 $ 0 0 D Restricted Stock Unit $ 0 02/17/2015 A 5,134 02/17/2016( 3 ) 02/17/2018 Common stock 5,134 $ 0 5,134 D Non Qualified Stock Option (right to buy) $ 38.96 02/17/2015 A 16,486 02/17/2016( 4 ) 02/17/2025 Common stock 16,486 $ 0 16,486 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fugger Edward F 1225 17TH STREET, SUITE 1000 DENVER, CO80202 Executive Vice President Signatures Helen N. Kaminski, by power of attorney previously filed 02/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 8,366 shares of common stock upon the vesting of a restricted stock unit ("RSU"), of which a total of 2,377 shares of common stock were retained by WhiteWave to satisfy the reporting person's tax obligation upon vesting of the RSU. ( 2 )The reporting person has reported the weighted average sale price for the transaction reported on this line. The range of prices for the reported transaction is $38.86 to $38.98. The reporting person will provide, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 3 )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 employment with WhiteWave. The RSU will settle in shares of WhiteWave's common stock on a one-for-one basis. ( 4 )The option 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 employment with WhiteWave.

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).

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