Amended Statement of Ownership (sc 13g/a)
14 Febrero 2014 - 3:21PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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Information Statement Pursuant to Rules 13d-1 and 13d-2
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Under the Securities Exchange Act of 1934
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(Amendment No.
1
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The WhiteWave Foods Company
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(Name of Issuer)
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Class A common stock, par value $0.01 per share
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(Title of Class of Securities)
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966244105
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(CUSIP Number)
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December
31, 2013
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP
NO. 966244105
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13G/A
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Page
2
of 10
Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
560,686 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G/A are based upon 173,426,738 shares of Class A common stock outstanding as of
October 31, 2013 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 7, 2013).
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CUSIP
NO. 966244105
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13G/A
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Page
3
of 10
Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors Holdings II LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
560,686 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP
NO. 966244105
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13G/A
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Page
4
of 10
Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
564,986 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP
NO. 966244105
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13G/A
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Page
5
of 10
Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
564,986 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP
NO. 966244105
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13G/A
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Page
6
of 10
Pages
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The WhiteWave Foods Company
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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2711 North Haskell Avenue, Suite 3400, Dallas, Texas 75204
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Item 2(a)
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Name of Person Filing
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This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings II LP (“CAH2”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH2 and
CGP, the “Reporting Persons”) with respect to shares of Class A common stock (and options to purchase such common stock)
of the above-named issuer owned by Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”),
Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEF”), and Citadel Securities LLC, a Delaware limited
liability company (“Citadel Securities”).
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Citadel Advisors is the portfolio manager for CG and CEF. CAH2 is the managing member of Citadel Advisors. CALC III LP, a Delaware limited partnership (“CALC3”),
is the non-member manager of Citadel Securities. CGP is the general partner of CALC3 and CAH2. Mr. Griffin is the President and
Chief Executive Officer of, and owns a controlling interest in, CGP.
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The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner
of any securities covered by the statement other than the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
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The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd
Floor, Chicago, Illinois 60603.
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Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware. CAH2 is
organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Class A common stock, $0.01 par value
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
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(a) [__] Broker
or dealer registered under Section 15 of the Exchange Act;
(b) [__] Bank
as defined in Section 3(a)(6) of the Exchange Act;
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CUSIP
NO. 966244105
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13G/A
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Page
7
of 10
Pages
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(c) [__] Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
(d) [__] Investment
company registered under Section 8 of the Investment Company Act;
(e) [__] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [__] An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [__] A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [__] A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [__] A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) [__] Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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(a)
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Citadel Advisors may be deemed to beneficially own 560,686 shares of Class A common ctock.
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(b)
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The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately
0.3% of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 560,686
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 560,686
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CUSIP
NO. 966244105
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13G/A
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Page
8
of 10
Pages
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B.
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Citadel Advisors Holdings II LP
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(a)
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CAH2 may be deemed to beneficially own 560,686 shares of Class A common stock.
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(b)
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The number of shares CAH2 may be deemed to beneficially own constitutes approximately 0.3% of the Class
A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 560,686
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 560,686
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C.
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Citadel GP LLC and Kenneth Griffin
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(a)
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CGP and Griffin may be deemed to beneficially own 564,986 shares of Class A common stock.
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(b)
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The number of shares CGP and Griffin may be deemed to beneficially own constitutes approximately 0.3%
of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 564,986
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 564,986
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [X].
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Item 6
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Ownership of More than Five Percent on Behalf of Another
Person
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Item 7
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Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding Company
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CUSIP
NO. 966244105
|
13G/A
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Page
9
of 10
Pages
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Item 8
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Identification and Classification of Members of the
Group
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Item 9
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Notice of Dissolution of Group
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP
NO. 966244105
|
13G/A
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Page
10
of 10
Pages
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After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14
th
day of February, 2014.
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CITADEL
ADVISORS LLC
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Citadel
Advisors Holdings
II LP
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By:
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/s/ Mark Polemeni
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By:
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/s/ Mark Polemeni
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Mark Polemeni, Authorized Signatory
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Mark Polemeni, Authorized Signatory
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CITADEL GP LLC
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KENNETH GRIFFIN
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By:
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/s/ Mark Polemeni
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By:
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/s/ Mark Polemeni
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Mark Polemeni, Authorized Signatory
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Mark Polemeni, attorney-in-fact
*
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*
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Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.
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