- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WHEELER SCOTT	2. Issuer Name and Ticker or Trading Symbol MONTEREY GOURMET FOODS [ PSTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) 1528 MOFFETT STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/11/2009
(Street) SALINAS, CA 93905 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/11/2009		U		6000   (1)	D	$2.70	0   (1)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Stock Options	$3.39	12/14/2009	12/14/2009	U			10000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$3.76	12/14/2009	12/14/2009	U			15000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$3.44	12/14/2009	12/14/2009	U			15000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$3.95	12/14/2009	12/14/2009	U			20000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$4.43	12/14/2009	12/14/2009	U			25000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$3.02	12/14/2009	12/14/2009	U			30000	(2)	(2)	Stock Options	(2)	$0	0	D
Stock Options	$1.12	12/14/2009	12/14/2009	U			60000	(2)	(2)	Stock Options	(2)	$1.58	0	D

Explanation of Responses:
( 1)	All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender off (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of October 8, 2009 (the "Merger Agreement"), by and among Pulmuone U.S.A., Inc. ("Parent"), Pulmuone Cornerstone Corporation, a wholly owned subsidiary of Parent ("Purchaser"), and Monterey Gourmet Foods, Inc. (the "Company"). On December 11, 2009, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.
( 2)	Pursuant to the Merger Agreement, all options held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective December 14, 2009, in exchange for the right to receive cash equal to the product of (x) the excess, if any, of the merger consideration of $2.70 per share over the exercise price per share of the option multiplied by (y) the number of shares subject to the option.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHEELER SCOTT 1528 MOFFETT STREET SALINAS, CA 93905	X		Chief Financial Officer

Signatures
/s/ Scott Wheeler		12/14/2009
** 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.
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