SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* FRENCH RICHARD L (Last) (First) (Middle) DEL MONTE CORPORATION ONE MARKET @ THE LANDMARK (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DEL MONTE FOODS CO [ DLM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Treas., CAO and Contr
	3. Date of Earliest Transaction (Month/Day/Year) 03/08/2011
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01, Par Value	03/08/2011		D		47,748(1)	D	$19	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right To Purchase)	$12.64	03/08/2011		D			46,100	(2)	09/23/2020	Common Stock, $0.01, Par Value	0	(3)	0	D
Employee Stock Option (right To Purchase)	$11.4	03/08/2011		D			66,300	(2)	09/24/2019	Common Stock, $0.01, Par Value	0	(3)	0	D
Employee Stock Option (right To Purchase)	$7.77	03/08/2011		D			74,599.76	(2)	09/25/2018	Common Stock, $0.01, Par Value	0	(3)	0.24	D
Employee Stock Option (right To Purchase)	$7.77	03/08/2011		D			0.24	(2)	09/25/2018	Common Stock, $0.01, Par Value	0	$11.23	0	D
Employee Stock Option (right To Purchase)	$10.33	03/08/2011		D			43,200	(2)	09/27/2017	Common Stock, $0.01, Par Value	0	$8.67	0	D
Employee Stock Option (right To Purchase)	$10.37	03/08/2011		D			41,000	(4)	09/21/2016	Common Stock, $0.01, Par Value	0	$8.63	0	D
Employee Stock Option (right To Purchase)	$10.24	03/08/2011		D			41,000	(4)	09/29/2015	Common Stock, $0.01, Par Value	0	$8.76	0	D
Employee Stock Option (right To Purchase)	$10.59	03/08/2011		D			70,000	(4)	09/22/2014	Common Stock, $0.01, Par Value	0	$8.41	0	D
Performance Share	$0	03/08/2011		D			78,750	(5)	(6)	Common Stock, $0.01, Par Value	0	$19	0	D

Explanation of Responses:

1. Includes 17,200 Performance Accelerated Restricted Stock Units (PARS) and 6,600 Restricted Stock Units (RSU). PARS and RSUs fully vested pursuant to the Agreement and Plan of Merger (Merger Agreement) among Blue Acquisition Group, Inc., Blue Merger Sub Inc. and Del Monte Foods Company, dated as of November 24, 2010.

2. To the extent not previously vested, fully vested pursuant to the Merger Agreement.

3. This option was disposed of consistent with the Merger Agreement by conversion into an option to acquire shares of Blue Acquisition Group, Inc. common stock. The value of the new option was equivalent to the value of the old option under the Merger Agreement.

4. Vested 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).

5. Fully vested pursuant to the Merger Agreement.

6. Performance share units either vest or forfeit on their vesting date.

Remarks:

Stock, options and performance shares disposed of pursuant to the Agreement and Plan of Merger among Blue Acquisition Group, Inc., Blue Merger Sub Inc. and Del Monte Foods Company, dated as of November 24, 2010.

	/s/ James Potter, signed pursuant to power of attorney	03/10/2011
	** 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).
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