SEC Info - Murdock David H, et al. - ‘4’ for 10/22/09 re: Dole Food Co. Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MURDOCK DAVID H

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLE FOOD CO INC [ DOLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/22/09

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/1/12		J/K ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾		23,317,270	D	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	21,572,060	I	Trust ⁽⁵⁾
Common Stock	11/1/12		C ⁽⁶⁾		2,185,994	A	⁽⁶⁾	23,758,054	I	Trust ⁽⁵⁾
Common Stock								11,784,914	I	Castle & Cooke Holdings, Inc. ⁽⁷⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	10/22/09		J/K ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾		1		11/1/12	11/1/12	Common Stock	24,000,000	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	0	I	See Footnote ⁽⁵⁾
$0.875 Trust Issued Automatic Common Exchange Securities	⁽⁸⁾	10/31/12		P		2,250,000		11/1/12	11/1/12	Common Stock	2,185,994	⁽⁸⁾	2,250,000	I	See Footnote ⁽⁵⁾
Forward Sale Contract (obligation to sell)	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	11/1/12		J/K ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾			1	11/1/12	11/1/12	Common Stock	24,000,000	$0	0	I	See Footnote ⁽⁵⁾
$0.875 Trust Issued Automatic Common Exchange Securities	⁽⁸⁾	11/1/12		C			2,250,000	11/1/12	11/1/12	Common Stock	⁽⁸⁾	$0	0	I	See Footnote ⁽⁵⁾

1. Name and Address of Reporting Person^*

MURDOCK DAVID H

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

David H. Murdock Living Trust, dated May 28, 1986, as amended

(Last)

(First)

(Middle)

C/O DOLE FOOD COMPANY, INC.

ONE DOLE DRIVE

(Street)

WESTLAKE VILLAGE

91362

(City)

(State)

(Zip)

Explanation of Responses:

(1) On October 22, 2009, in connection with an offering of $0.875 Trust Issued Automatic Common Exchange Securities (the "MACES") issued by the 2009 Dole Food Automatic Common Exchange Security Trust (the "MACES Trust") to qualified institutional investors, David H. Murdock, in his individual capacity and as the trustee of the David H. Murdock Living Trust, dated May 28, 1986, as amended (the "Trust" or "Seller") entered into a forward purchase contract (the "Contract") with the MACES Trust, which together with the trustees thereof acting in their capacity as such, are referred to herein as "Purchaser". Purchaser is unrelated to Seller.

(2) Since an over-allotment option concerning 3,600,000 MACES originally granted to the initial purchasers of the MACES was never exercised, the Seller was obligated under the Contract to deliver to Purchaser for the holders of the MACES on November 1, 2012 (the "Exchange Date") up to 24,000,000 shares common stock, par value $0.001 per share, of Dole Food Company, Inc. ("Dole Common Stock"), with the exact number of shares to be delivered determined in accordance with the "Exchange Rate" set forth in the Contract. The Seller received $227,937,303 for entering into the Contract. To secure its obligations under the Contract, Seller pledged 24,000,000 shares of Dole Common Stock during the term of the pledge, although Seller retained beneficial ownership of such shares during the term of the pledge.

(3) The number of shares of Dole Common Stock that were exchanged for each of the MACES on the Exchange Date was determined accordance with the Exchange Rate set forth in the Contract. The Exchange Rate was determined based on the "Average Market Price" as defined in the Contract and the calculation period for determining the Average Market Price consisted of the 20 "Trading Days" (as defined in the Contract) immediately prior to but not including the third Trading Day prior to the Exchange Date.

(4) On the Exchange Date (November 1, 2012), Seller settled the Contract. The Average Market Price used in determining the Exchange Rate was $12.8660. Based on the Exchange Rate, Seller delivered 23,317,270 shares of Dole Common Stock to Purchaser for the holders of the MACES and 682,730 shares of Dole Common Stock previously pledged were returned to Seller. Based on the Exchange Rate, each of the MACES was mandatorily exchanged into 0.97155293 of a share of Dole Common Stock. The delivery of the 23,317,270 shares of Dole Common Stock to Purchaser (and the holders of the MACES) is reported as a disposition in Table I of this Form 4 on the Exchange Date pursuant to applicable SEC reporting guidance. However, for purposes of Section 16(b) of the Securities Exchange Act of 1934, the sale of such 23,317,270 shares is deemed to have occurred upon entry into the Contract in October 2009.

(5) These securities are or were owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust.

(6) These shares of Dole Common Stock were acquired as a result of the mandatory exchange of 2,250,000 MACES held by the Trust. See footnotes (1) through (4) above and footnote (8) below.

(7) These shares are owned directly by Castle & Cooke Holdings, Inc. and indirectly by Mr. Murdock and the Trust.

(8) These MACES were acquired directly by the Trust and indirectly by Mr. Murdock, as sole trustee and beneficiary of the Trust. Of the 2,250,000 MACES acquired, 500,000 were purchased on May 25, 2012 for a purchase price of $8.925 and 1,750,000 were purchased on June 1, 2012 for a purchase price of $8.955. On October 31, 2012, the Exchange Rate of these MACES became determinable and these MACES are therefore reported as derivative securities as of that date. Upon the mandatory exchange of the MACES as described in footnotes (3) and (4) above, based on the Exchange Rate, the 2,250,000 MACES held by the Trust were exchanged on the Exchange Date for an aggregate of 2,185,994 shares of Dole Common Stock.

	/s/ C. Michael Carter, attorney in fact for David H. Murdock	11/5/12
	/s/ C. Michael Carter, attorney in fact for David H. Murdock Living Trust dated May 28, 1986, as amended	11/5/12
	** 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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____________ Transaction Codes:
C	Conversion of derivative security.
J	Other acquisition or disposition.
P	Open market or private purchase of non-derivative or derivative security.
K	An equity swap was involved.

Murdock David H, et al. – ‘4’ for 10/22/09 re: Dole Food Co. Inc.

On: Monday, 11/5/12, at 9:37pm ET · For: 10/22/09 · As: Director, Officer and 10% Owner · Accession #: 1209191-12-51818 · File #: 1-04455

Previous ‘4’: ‘4’ on 8/23/12 for 8/22/12 · Next: ‘4’ on 2/25/13 for 2/21/13 · Latest: ‘4’ on 12/19/13 for 11/1/13

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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Murdock David H, et al. – ‘4’ for 10/22/09 re: Dole Food Co. Inc.

On: Monday, 11/5/12, at 9:37pm ET · For: 10/22/09 · As: Director, Officer and 10% Owner · Accession #: 1209191-12-51818 · File #: 1-04455

Previous ‘4’: ‘4’ on 8/23/12 for 8/22/12 · Next: ‘4’ on 2/25/13 for 2/21/13 · Latest: ‘4’ on 12/19/13 for 11/1/13

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents