SEC Form 3

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

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1. Name and Address of Reporting Person* BODNER LARRY E (Last) (First) (Middle) PO BOX 193575 (Street) SAN FRANCISCO CA 94119 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/18/2009	3. Issuer Name and Ticker or Trading Symbol DEL MONTE FOODS CO [ DLM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Finance & Inv. Relations	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 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, $0.01, par value	45,048(1)	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit	(2)	(3)	Common Stock, $0.01, par value	2,700	$0	D
Performance Share Unit	(4)	(3)	Common Stock, $0.01, par value	5,400	$0	D
Performance Share Unit	(5)	(3)	Common Stock, $0.01, par value	8,600	$0	D
Performance Share Unit	(6)	(7)	Common Stock, $0.01, par value	18,150(8)	$0	D
Performance Share Unit	(9)	(7)	Common Stock, $0.01, par value	31,050(10)	$0	D
Stock Option (right to purchase)	(11)	08/01/2013	Common Stock, $0.01, par value	30,000	$8.74	D
Stock Option (right to purchase)	(11)	09/12/2013	Common Stock, $0.01, par value	30,000	$8.78	D
Stock Option (right to purchase)	(11)	09/22/2014	Common Stock, $0.01, par value	40,000	$10.59	D
Stock Option (right to purchase)	(12)	09/29/2015	Common Stock, $0.01, par value	30,000	$10.24	D
Stock Option (right to purchase)	(12)	09/21/2016	Common Stock, $0.01, par value	35,000	$10.37	D
Stock Option (right to purchase)	(12)	09/27/2017	Common Stock, $0.01, par value	56,700	$10.33	D
Stock Option (right to purchase)	(12)	09/25/2018	Common Stock, $0.01, par value	100,000	$7.77	D

Explanation of Responses:

1. This entry includes four grants of Performance Accelerated Restricted Stock Units (4,300 on 9/29/05; 5,100 on 9/21/06; 7,400 on 9/27/07 and 12,400 on 9/25/08) that vest 100% on the fifth anniversary of the grant date; vesting may be accelerated to the end of the third or fourth fiscal year (e.g. for the grant in FY09, at the end of FY11 or FY 12) if certain relative total shareholder return (RTSR) performance milestones are met.

2. Vesting of performance share units is based on the Company's achievement of certain ROIC targets. This entry will vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009, if the ROIC target for that performance period is met. Because the vesting of the performance share units is tied to a performance measure that is not the Company's stock price, the performace share units are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have made this filing voluntarily.

3. Performance share units either vest or forfeit on their respective vesting dates.

4. Vesting of performance share units is based on the Company's achievement of certain ROIC targets with 1,800 vesting on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009, if the ROIC target for that performance period is met; and 3,600 vesting on the first day after the Company files its Form 10-K for the fiscal year ending May 2, 2010, if the ROIC target for that performance period is met. The vesting of the performance share units shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. Because the vesting of the performance share units is tied to a performance measure that is not the Company's stock price, the performance share units are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have made this filing voluntarily.

5. Vesting of performance share units generally is based on the Company's achievement of certain ROIC targets with 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009; 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 2, 2010; and 50% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 1, 2011. The vesting of the performance share units shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. Because the vesting of the performance share units is tied to a performance measure that is not the Company's stock price, the performance share units are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have made this filing voluntarily.

6. Vesting of performance share units is based on the Company's level of achievement of Relative Total Shareholder Return (RTSR) over the performance period (FY2009-FY2011).

7. Performance share units either vest or forfeit based on the Company's level of achievement of RTSR over the performance period. Because vesting of the performance share units is tied to a performance measure that is not solely the Company's stock price (due to the impact of Company dividends and comparator group performance on RTSR), the performance share units may not currently be considered "derivative securities" under applicable rules and accordingly, to such extent, the Reporting Person may be considered to have reported these performance share units voluntarily.

8. Represents maximum number of shares of common stock which may be earned in connection with the 4/25/08 grant of performance share units. The target number of shares associated with the grant is 12,100.

9. Vesting of performance share units is based on the Company's level of achievement of Relative Total Shareholder Return (RTSR) over the performance period (FY2010-FY2012).

10. Represents maximum number of shares of common stock which may be earned in connection with the 9/25/08 grant of performance share units. The target number of shares associated with the grant is 20,700.

11. Fully vested.

12. Vest 25% per year for four (4) years beginning with the first anniversary of the grant date (which date is 10 years prior to expiration date).

Remarks:

	James Potter, signed pursuant to power of attorney	06/26/2009
	** Signature of Reporting Person	Date
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