Edgar Filing: WINN DIXIE STORES INC

SEC Form 4

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^*

Stephens, Charles P.

(Last) (First) (Middle)

P. O. Box 2100

(Street)

Peachtree City, GA 30269

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Winn-Dixie Stores, Inc.
WIN

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year

04/23/2003

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

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

Officer (give title below) Other (specify below)

Description

7. 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.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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

04/23/2003

A(c)

244

N/A

24,576

Common Stock

191,507

D.D.I., Inc. (a)

Common Stock

147,312

Wife (a)

Common Stock

43,439

Wife as Custodian (a)

Common Stock

790,525

Trust FBO Wife and Children (a)

Common Stock

812,605

DAVFAM, Ltd. (a)

Common Stock

738,370

DAVFAM II, Ltd. (a)

Common Stock

6,083

AKD-SDS Partners I, Ltd. (a)

Common Stock

(b)

MAD Trust for A. K. Davis

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(Month/Day/Year)

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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Director's Stock Opt (right to buy)

$14.25

10/04/2000

01/15/2008

Common Stock

2,500

Director's Stock Opt (right to buy)

$11.14

10/10/2001

01/15/2009

Common Stock

5,000

Director's Stock Opt (right to buy)

$12.67

10/09/2002

01/15/2010

Common Stock

2,500

Explanation of Responses:

(a) As to a portion of the shares reported on this line representing the beneficial interest of Charles P. Stephens' wife and children, the filing of this statement shall not be construed as an admission that Charles P. Stephens is, for the purpose of Section 16 of the Securities Exchange Act of 1934, the beneficial owner of such shares of stock and Charles P. Stephens disclaims beneficial ownership of such shares of stock.

(b) Mr. Stephens' wife is co-trustee of a Trust which has an indirect interest in 1,921,617 shares of Winn-Dixie common stock in the n/o D.D.I., Inc. "DDI", DAVFAM, Ltd. "DAVFAM", DAVFAM II, Ltd. "DAVFAM II" and certain partnerships. DDI is a limited partner in DAVFAM and DAVFAM II and a member of SIVAD Investors, LLC and SIVAD Investors II, LLC. SIVAD Investors, LLC is the general partner of DAVFAM. SIVAD Investors II, LLC is the general partner of DAVFAM II.

Mr. Stephens' wife's mother is the sole beneficiary of such Trust during her lifetime and Mr. Stephens' wife and children are among the beneficiaries of any residual assets of the Trust including an indeterminate interest in any remainder of such shares. Mr. Stephens disclaims any beneficial ownership in the securities held by the Trust. Such Trust is not a controlling shareholder of DDI nor does the Trust have investment control with respect to securities held by the partnerships or DDI. Consequently, the filing of this form shall not be construed as admission that the Trust is, for the purpose of Section 16 of the Securities Exchange Act of 1934, the benefical owner of securities held by such entities and the Trust disclaims beneficial ownership of such securities.

By:	Date:
/s/ H. J. Skelton	04/24/2003
Attorney-in-Fact
** Signature of Reporting Person	SEC 1474 (9-02)
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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.