SEC FORM 4

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

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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^*

Waters Steven D

(Last)

(First)

(Middle)

8750 N. CENTRAL EXPRESSWAY

SUITE 1800

(Street)

DALLAS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP - Mid-Atlantic Ops

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2008		M		2,250 ^{( 1 )}	A	$0	6,043	D
Common Stock	08/12/2008		F		702 ^{( 2 )}	D	$10.61	5,341	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	08/12/2008		M			2,250 ^{( 3 )}	^{( 4 )}	^{( 4 )}	Common Stock	2,250	$0	6,750	D

Explanation of Responses:

1. Common stock was issued on August 12, 2008 pursuant to the vesting of Restricted Stock Units ("RSUs") granted under the Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan, as amended (the "Plan").

2. On August 12, 2008, the Company withheld 702 of the shares issued in connection with the vesting of RSUs on that same date in satisfaction of statutory federal and state tax withholding obligations on behalf of the reporting person. The withheld shares were assigned a value equal to the closing price on the date of vesting.

3. The reporting person was granted 6,000 RSUs under the Plan on November 3, 2005 (the "2005 RSUs") and 6,000 RSU's on February 18, 2008 (the "2008 RSUs"). The vesting on August 12, 2008 was composed of 750 2005 RSUs and 1,500 2008 RSUs.

4. Fifty percent of the 2005 RSUs vest in four equal installments on August 12, 2006, 2007, 2008 and 2009. The remaining 50% of the 2005 RSUs vest in four equal installments on those same dates, provided the applicable performance condition for the applicable vesting period is met. Fifty percent of the 2008 RSUs vest in two equal installments on August 12, 2008 and 2009. The remaining 50% of the 2008 RSUs vest in two equal installments on those same dates, provided the applicable performance condition for the applicable vesting period is met. Vesting may be accelerated under certain circumstances.

	/s/ Mark A. Steffek, Attorney-in-Fact for Steven D. Waters	08/14/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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