Form 4 DICKSON ALAN T For: Dec 19 (10K)

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^*

DICKSON ALAN T

(Last)

(First)

(Middle)

301 S. TRYON STREET, SUITE 1800

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RUDDICK CORP [RDK]

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)
12/19/2008

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	12/19/2008		G	V	187	D	$ 0	1,155,010	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/22/2008		G	V	194	D	$ 0	1,154,816	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/23/2008		G	V	5,706	D	$ 0	1,149,110	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/23/2008		G	V	168	D	$ 0	1,148,942	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/23/2008		G	V	1,702	D	$ 0	1,147,240	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/23/2008		G	V	368	D	$ 0	1,146,872	I	By Dickson Found'n ⁽¹⁾
Common Stock	12/24/2008		G	V	211	D	$ 0	1,146,661	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/11/2009		G	V	200	D	$ 0	1,146,461	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/12/2009		G	V	805	D	$ 0	1,145,656	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/12/2009		G	V	402	D	$ 0	1,145,254	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/12/2009		G	V	805	D	$ 0	1,144,449	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/12/2009		G	V	205	D	$ 0	1,144,244	I	By Dickson Found'n ⁽¹⁾
Common Stock	06/12/2009		G	V	2,650	D	$ 0	1,141,594	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/02/2009		G	V	1,784	D	$ 0	1,139,810	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/06/2009		G	V	226	D	$ 0	1,139,584	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/09/2009		G	V	455	D	$ 0	1,139,129	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/09/2009		G	V	228	D	$ 0	1,138,901	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/10/2009		G	V	228	D	$ 0	1,138,673	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/10/2009		G	V	2,273	D	$ 0	1,136,400	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/13/2009		G	V	228	D	$ 0	1,136,172	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/13/2009		G	V	1,100	D	$ 0	1,135,072	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/13/2009		G	V	441	D	$ 0	1,134,631	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/14/2009		G	V	228	D	$ 0	1,134,403	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/14/2009		G	V	900	D	$ 0	1,133,503	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/14/2009		G	V	674	D	$ 0	1,132,829	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/14/2009		G	V	893	D	$ 0	1,131,936	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/14/2009		G	V	444	D	$ 0	1,131,492	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/16/2009		G	V	1,092	D	$ 0	1,130,400	I	By Dickson Found'n ⁽¹⁾
Common Stock	07/21/2009		G	V	215	D	$ 0	1,130,185	I	By Dickson Found'n ⁽¹⁾
Common Stock								710,002	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 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. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Option (Right to Buy) ⁽²⁾

$ 14.49

11/21/2002

11/21/2012

Common Stock

2,000

Non-qualified Stock Option (Right to Buy) ⁽²⁾

$ 17.24

11/20/2003

11/20/2013

Common Stock

2,000

Phantom Stock Units ⁽³⁾ ⁽⁴⁾

$ 0

⁽⁵⁾

Common Stock

2,150

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the shares indicating indirect beneficial ownership "by Dickson Found'n", and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other reason. These shares are owned by The Dickson Foundation, Inc., a charitable foundation.

2. Non-Qualified Stock Options expire the earlier of the stated Expiration Date or 90 days after the Reporting Person ceases to be a Director of the Corporation.

3. Regarding Table II, Column 8, Price of Derivative Security, for PSU, a blank or a price of $0 appears in this column. Nonetheless, upon each deferral of annual retainer or meeting fees, the Reporting Person's account is credited with a number of PSU equal to the number of shares of RDK that would have an aggregate fair market value (determined as of the date such retainer or fees would have been paid) equal to the amount of such retainer or fees.

4. Since the Reporting Person's last report, 31 shares were acquired pursuant to the dividend reinvestment feature of the Plan.

5. -Phantom Stock Units (PSU) - were acquired under the Ruddick Corporation Director Deferral Plan (Plan). The Date Exercisable and Expiration Date for grants under the Plan are left blank, as suggested by the SEC. When a participant ceases to be a member of the Board of Directors, the participant's PSU account will be settled in Ruddick Corporation Common Stock (RDK) on a one-for-one basis. Payment of the account, in RDK, shall be on the date 90 days following the date the Reporting Person ceases to be a member of the Board of Directors. Each PSU represents a share of RDK. A participant in the Plan may not be paid any portion of their PSU account prior to the participant's termination of service as a member of the Board of Directors.

	/s/ Douglas J. Yacenda, attorney-in-fact for Alan T. Dickson	11/04/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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