Statement of Changes in Beneficial Ownership (4)

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 ^* Theodoredis Roger E	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) EVP, General Counsel
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	4/12/2017		D		65903 ⁽¹⁾	D	$56.25 ⁽¹⁾	0	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
stock option (right to buy)	$13.39	4/12/2017		D			11811 ⁽²⁾	5/23/2013	2/12/2020	common stock	11811	⁽²⁾	0	D
stock option (right to buy)	$9.52	4/12/2017		D			18560 ⁽²⁾	5/23/2013	2/18/2021	common stock	18560	⁽²⁾	0	D
stock option (right to buy)	$17.00	4/12/2017		D			120773 ⁽²⁾	10/25/2013	10/25/2022	common stock	120773	⁽²⁾	0	D
stock option (right to buy)	$15.16	4/12/2017		D			55913 ⁽²⁾	2/15/2014	2/15/2023	common stock	55913	⁽²⁾	0	D
stock option (right to buy)	$26.91	4/12/2017		D			23254 ⁽²⁾	2/14/2015	2/14/2024	common stock	23254	⁽²⁾	0	D
stock option (right to buy)	$38.96	4/12/2017		D			16486 ⁽²⁾	2/17/2016	2/17/2025	common stock	16486	⁽²⁾	0	D
stock option (right to buy)	$36.09	4/12/2017		D			17919 ⁽²⁾	2/15/2017	2/15/2026	common stock	17919	⁽²⁾	0	D
restricted stock unit	⁽³⁾	4/12/2017		D			1711 ⁽⁴⁾	2/17/2016	2/17/2018	common stock	1711	⁽⁴⁾	0	D
restricted stock unit	⁽³⁾	4/12/2017		D			3694 ⁽⁴⁾	2/15/2017	2/15/2019	common stock	3694	⁽⁴⁾	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)	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.
(3)	Each restricted stock unit (RSU) respresents a right to settle in WhiteWave common stock on a one-for-basis.
(4)	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.

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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Theodoredis Roger E 1225 - 17TH STREET SUITE 1000 DENVER, CO 80202			EVP, General Counsel

Signatures
/s/ Helen N. Kaminski, pursuant to 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).
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