Sec Form 4 Filing - WATERFALL JOHN C @ DARLING INTERNATIONAL INC - 2003-06-19

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 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: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WATERFALL JOHN C 2. Issuer Name and Ticker or Trading Symbol DARLING INTERNATIONAL INC [ DAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) , 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2003 (Street) , 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 par value $.01 per share 06/19/2003 S 4,764,473 ( 1 ) D $ 2 0 I -- ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 - right to buy $ 0.56 05/31/2002 X 828 ( 11 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 828 ( 22 ) ( 32 ) $ 0 20,715 ( 32 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 44 ( 2 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 44 ( 13 ) ( 23 ) $ 0 1,106 ( 4 ) ( 23 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 726 ( 6 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 726 ( 17 ) ( 27 ) $ 0 6,320 ( 27 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 88 ( 4 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 88 ( 15 ) ( 25 ) $ 0 2,200 ( 25 ) ( 27 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 124 ( 5 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 124 ( 16 ) ( 26 ) $ 0 3,095 ( 26 ) ( 30 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 134 ( 7 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 134 ( 18 ) ( 28 ) $ 0 3,340 ( 28 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 32 ( 8 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 32 ( 19 ) ( 29 ) $ 0 800 ( 29 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 507 ( 9 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 507 ( 20 ) ( 30 ) $ 0 20,069 ( 30 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 516 ( 3 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 516 ( 14 ) ( 24 ) $ 0 12,899 ( 24 ) I -- ( 33 ) Option - right to buy $ 0.56 05/31/2002 X 1,001 ( 10 ) 05/10/2002( 12 ) 08/10/2002 Common Stock 1,001 ( 21 ) ( 31 ) $ 0 29,456 ( 31 ) I -- ( 33 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WATERFALL JOHN C , X Signatures /s/ John C. Waterfall 06/23/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Represents shares sold by Phaeton International (BVI), Ltd., Morgen's Waterfall Income Partners, L.P., Restart Partners, L.P., Restart Partners II, L.P., Restart Partners III, L.P., Restart Partners IV, L.P., Restart Partners V, L.P. and Endowment Restart LLC. The designated Reporting Person may be considered part of a group consisting of the following direct owners: Betje Partners, L.P., Restart Partners IV, L.P., Phaeton International (BVI), Ltd., Morgens Waterfall Income Partners, L.P., MWV Employee Retirement Plan Group Trust, Restart Partners, L.P., Restart Partners II, L.P., and Restart Partners III, L.P. The designated Reporting Person may be considered part of a group consisting of Morgens, Waterfall, Vintiadis and Co., Inc. as an indirect owner of the common stock directly owned by Endowment Restart LLC. ( 2 ) Represents 44 options granted to Betje Partners, L.P. on 3/15/02. ( 3 ) Represents 516 options granted to Restart Partners IV, L.P. on 3/15/02. ( 4 ) Represents 88 options granted to Phaeton International (BVI), Ltd. on 3/15/02. ( 5 ) Represents 124 options granted to Phoenix Partners, L.P. on 3/15/02. ( 6 ) Represents 726 options granted to Endowment Restart LLC on 3/15/02. ( 7 ) Represents 134 options granted to Morgens Waterfall Income Partners, L.P. on 3/15/02. ( 8 ) Represents 32 options granted to MWV Employee Retirement Plan Group Trust on 3/15/02. ( 9 ) Represents 507 options granted to Restart Partners, L.P. on 3/15/02. ( 10 ) Represents 1,001 options granted to Restart Partners II, L.P. on 3/15/02. ( 11 ) Represents 828 options granted to Restart Partners III, L.P. on 3/15/02. ( 12 ) Options to purchase 1,000 shares originally became exercisable on each of the following dates: 9/15/02, 3/15/03, 9/15/03, 3/15/04; however, pursuant to a change of control acceleration provision in the applicable plan, the options reported herein became exercisable effective 5/10/02. ( 13 ) Represents options exercised on 5/31/02 by Betje Partners, L.P. ( 14 ) Represents options exercised on 5/31/02 by Restart Partners IV, L.P. ( 15 ) Represents options exercised on 5/31/02 by Phaeton International (BVI), Ltd. ( 16 ) Represents options exercised on 5/31/02 by Phoenix Partners, L.P. ( 17 ) Represents options exercised on 5/31/02 by Endowment Restart LLC. ( 18 ) Represents options exercised on 5/31/02 by Morgens Waterfall Income Partners, L.P. ( 19 ) Represents options exercised on 5/31/02 by MWV Employee Retirement Plan Group Trust. ( 20 ) Represents options exercised on 5/31/02 by Restart Partners, L.P. ( 21 ) Represents options exercised on 5/31/02 by Restart Partners II, L.P. ( 22 ) Represents options exercised on 5/31/02 by Restart Partners III, L.P. ( 23 ) Represents options beneficially owned by Betje Partners, L.P. ( 24 ) Represents options beneficially owned by Restart Partners IV, L.P. ( 25 ) Represents options beneficially owned by Phaeton International (BVI), Ltd. ( 26 ) Represents options beneficially owned by Phoenix Partners, L.P. ( 27 ) Represents options beneficially owned by Endowment Restart LLC. ( 28 ) Represents options beneficially owned by Morgens Waterfall Income Partners, L.P. ( 29 ) Represents options beneficially owned by MWV Employee Retirement Plan Group Trust. ( 30 ) Represents options beneficially owned by Restart Partners, L.P. ( 31 ) Represents options beneficially owned by Restart Partners II, L.P. ( 32 ) Represents options beneficially owned by Restart Partners III, L.P. ( 33 ) The designated Reporting Person may be considered part of a group consisting of the following direct owners: Betje Partners, L.P. (1,106 options), Restart Partners IV, L.P. (12,899 options), Phaeton International (BVI), Ltd. (2,200 options), Phoenix Partners, L.P. (3,095 options), Morgens Waterfall Income Partners, L.P. (3,340 options), MWV Employee Retirement Plan Group Trust (800 options), Restart Partners, L.P. (20,069 options), Restart Partners II, L.P. (29,456 options), and Restart Partners III, L.P. (20,715 options). The designated Reporting Person may be considered part of a group consisting of Morgens, Waterfall, Vintiadis and Co., Inc. as an indirect owner of the options directly owned by Endowment Restart LLC (37,388 options). Each Reporting Person hereby disclaims that it has a beneficial interest in the securities owned, directly or indirectly, by any other entity.

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.