FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * Smits James P   2. Issuer Name and Ticker or Trading Symbol WINN DIXIE STORES INC [WINN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) GVP, Perishables (Last) (First) (Middle) 5050 EDGEWOOD COURT 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2012 (Street) JACKSONVILLE, FL 32254 4. If Amendment, Date 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 (City) (State) (Zip) 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 03/09/2012   A(1)   4,273 (1) A $ 0 18,657 D   Common Stock 03/09/2012   A(1)   4,257 (1) A $ 0 22,914 D   Common Stock 03/09/2012   A(1)   4,335 (1) A $ 0 27,249 D   Common Stock 03/09/2012   D(2)(3)   19,925 (3) D $ 9.5 7,324 D   Common Stock 03/09/2012   D(2)(4)   7,324 (4) D $ 9.5 0 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option

$ 6.24

03/09/2012

D(5)

5,352

(5)

11/09/2018

Common Stock

5,352

$ 3.26

0

D

Option

$ 7.11

03/09/2012

D(5)

6,306

(5)

11/10/2017

Common Stock

6,306

$ 2.39

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smits James P 5050 EDGEWOOD COURT JACKSONVILLE, FL 32254			GVP, Perishables

Signatures

Timothy L. Williams, as attorney-in-fact		03/13/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents acceleration of performance based RSUs pursuant to the terms of the Restricted Stock Unit Award Agreement.
(2)	On March 9, 2012 Winn-Dixie Stores, Inc. was acquired by BI-LO, LLC with BI-LO paying $9.50 for each share of Winn-Dixie common stock outstanding (the Merger). Dispositions by reporting person in the Merger were approved in advance by the Winn-Dixie board of directors.
(3)	In connection with the terms of the Merger, restricted stock units held by reporting person were converted into the $9.50 per share merger consideration.
(4)	In connection with the terms of the Merger, common shares held by reporting person subject were converted into the $9.50 per share merger consideration.
(5)	In connection with the terms of the Merger, each stock option was cancelled and reporting person received consideration equal to the number of shares subject of the option multiplied by the difference between the exercise price and $9.50, with no consideration being paid for stock options having exercise prices greater than $9.50.

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