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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	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* McGrath Michael S (Last) (First) (Middle) 8750 N. CENTRAL EXPRESSWAY SUITE 1800 (Street) DALLAS TX 75231 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REDDY ICE HOLDINGS INC [ FRZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2007
	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	12/17/2007		M		1,500	A	$0	5,000	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
Restricted Stock Units	$0	12/17/2007		M			1,500 ( 1 )	( 2 ) ( 3 ) ( 4 )	( 2 ) ( 3 ) ( 4 )	Common Stock	1,500	$0	4,000	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") were issued pursuant to the Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan (the "Plan") as follows: 3,500 RSUs on February, 22, 2006 (the "2006 RSUs") and 2,500 RSUs on April 10, 2007 (the "2007 RSUs"). The vesting on December 17, 2007 was composed of one-thousand 2006 RSUs and five-hundred 2007 RSUs.

2. At the time of issuance, 50% the 2006 RSUs were scheduled to vest in four annual installments on August 12, 2006, 2007, 2008 and 2009 in the following proportions: 14.3% in 2006 and 28.6% in 2007, 2008 and 2009. The remaining 50% of the 2006 RSUs vest in four annual installments on those same dates, provided the applicable performance condition for the applicable vesting period is met. At the time of issuance, 50% of the 2007 RSUs were scheduled to vest as follows: 20% on August 12, 2007 and 40% on each of August 12, 2008 and 2009. The remaining 50% of the 2007 RSUs vest on the same schedule, provided the applicable performance condition for the applicable vesting period is met. Vesting may be accelerated under certain circumstances. See Note 3 below for information regarding modifications to the August 12, 2007 vesting date.

3. On July 23, 2007, the Compensation Committee of the Board of Directors of Reddy Ice Holdings, Inc. (the "Company") approved an amendment to the vesting provisions of the RSUs held by certain of the Company's officers and directors, including Mr. McGrath. The amendment provided that, subject to the consent of the applicable officer or director, which consent Mr. McGrath provided, such RSUs which had been scheduled to vest on August 12, 2007 (the "Deferred RSUs") would not vest until the earliest of (i) the closing of the merger pursuant to the agreement and plan of merger dated as of July 2, 2007 among the Company, Frozen, LLC, Hockey Parent Inc. and Hockey MergerSub, Inc. (the "Merger Agreement"), (ii) the second business day following public announcement of the termination of the Merger Agreement and (iii) December 31, 2007.

4. On December 14, 2007, it was determined that the vesting of the Deferred RSUs would occur on December 31, 2007. On December 15, 2007, the Compensation Committee approved the acceleration of the vesting to December 17, 2007 in order to accommodate the Company's year end payroll processing requirements.

	/s/ Mark A. Steffek, Attorney-In-Fact for Michael S. McGrath	12/19/2007
	** Signature of Reporting Person	Date
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