Edgar Filing: Gutermuth Matthew

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Gutermuth Matthew

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2011

3. Issuer Name and Ticker or Trading Symbol
WINN DIXIE STORES INC [WINN]

(Last)

(First)

(Middle)

5050 EDGEWOOD COURT

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
GVP, Non-Perishables

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

(Street)

JACKSONVILLE,Â FLÂ 32254

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,050	D	Â
Common Stock	1,015 ⁽¹⁾	D	Â
Common Stock	1,921 ⁽²⁾	D	Â
Common Stock	2,517 ⁽³⁾	D	Â
Common Stock	3,405 ⁽⁴⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	Â ⁽⁵⁾	03/26/2015	Common Stock	13,177	$ 18.08	D	Â
Option	Â ⁽⁶⁾	11/04/2016	Common Stock	6,993	$ 11.32	D	Â
Option	Â ⁽⁷⁾	11/10/2017	Common Stock	6,306	$ 7.11	D	Â
Option	Â ⁽⁸⁾	09/04/2015	Common Stock	14,024	$ 14.06	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gutermuth Matthew 5050 EDGEWOOD COURT JACKSONVILLE,Â FLÂ 32254	Â	Â	Â GVP, Non-Perishables	Â

Signatures

Timothy L. Williams, as attorney-in-fact for Matthew Gutermuth		01/18/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Amended and Restated Equity Incentive Plan. The RSUs become vested, and certificates for shares of common stock become deliverable on 3/26/2011. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.
(2)	Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Amended and Restated Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock, The RSUs become vested, and certificates for shares of common stock become deliverable in annual installments on 9/4/2011 and 9/4/2012.
(3)	Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock. The RSUs become vested, and certificates for shares of common stock become deliverable, in annual installments on 11/4/2011 and 11/4/2012.
(4)	Represents Restricted Stock Units ("RSUs") awarded under the Winn-Dixie Stores, Inc. Fiscal 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock. The RSUs become vested, and certificates for shares of common stock become deliverable, in three equal annual installments beginning on November 10, 2011.
(5)	Of the 13,177 outstanding options, there are 8,696 options that are vested and fully exercisable. The remaining 4,481 options shall vest on 3/26/2011.
(6)	Of the 6,993 outstanding options, there are 2,331 options that are vested and fully exercisable. The remaining 4,662 options shall vest in two annual installments on each of 11/4/2011 and 11/4/2012.
(7)	The Option shall vest in equal annual installments over 3 years beginning on November 10, 2011.
(8)	Of the 14,024 outstanding options, there are 7,012 options that are vested and fully exercisable. The remaining 7,012 options shall vest in two annual installments on each of 9/4/2011 and 9/4/2012.

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