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
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^*

ENGLES GREGG L

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [ DF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009

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	11/19/2009		J/K⁽¹⁾⁽²⁾⁽³⁾		208,573	D	⁽¹⁾⁽²⁾⁽³⁾	3,002,641	D
Common Stock	11/20/2009		J/K⁽¹⁾⁽²⁾⁽³⁾		206,245	D	⁽¹⁾⁽²⁾⁽³⁾	2,796,396	D
Common Stock	11/23/2009		J/K⁽¹⁾⁽²⁾⁽³⁾		204,084	D	⁽¹⁾⁽²⁾⁽³⁾	2,592,312	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)
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	11/19/2009		J/K⁽¹⁾⁽²⁾⁽³⁾			208,573⁽¹⁾⁽²⁾⁽³⁾	11/19/2009	11/19/2009	Common Stock	950,000⁽¹⁾⁽²⁾⁽³⁾	$0	0⁽¹⁾⁽²⁾⁽³⁾	D
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	11/20/2009		J/K⁽¹⁾⁽²⁾⁽³⁾			206,245⁽¹⁾⁽²⁾⁽³⁾	11/20/2009	11/20/2009	Common Stock	950,000⁽¹⁾⁽²⁾⁽³⁾	$0	0⁽¹⁾⁽²⁾⁽³⁾	D
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	11/23/2009		J/K⁽¹⁾⁽²⁾⁽³⁾			204,084⁽¹⁾⁽²⁾⁽³⁾	11/23/2009	11/23/2009	Common Stock	950,000⁽¹⁾⁽²⁾⁽³⁾	$0	0⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. On November 19, 20 and 23rd, 2009, the reporting person's settlement obligations became fixed under the first three of the four respective components of the prepaid variable forward sale contract that was entered into on November 21, 2008, by the reporting person with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 950,000 shares of Dean Foods common stock (or, at the reporting person's election, an equivalent amount of cash) ratably based on the market price of Dean Foods common stock over a four-day period consisting of November 19, 20, 23 and 24 (each a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568 as of the date of entering into the contract. The reporting person pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, [CONTINUED ON NEXT FOOTNOTE]

2. and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provided that the number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity with respect to each Valuation Date would be determined as follows: (a) if the closing price of Dean Foods common stock on a Valuation Date (each, a "Settlement Price") is less than or equal to $13.9981 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares allocable to such date; (b) if the Settlement Price is greater than the Initial Share Price but less than or equal to $18.8974 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED ON NEXT FOOTNOTE]

3. and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. On November 19, 2009, the Settlement Price was $15.94. On November 20, 2009, the Settlement Price was $16.12. On November 23, 2009, the Settlement Price was $16.29. Accordingly the reporting person delivered to the buyer an aggregate of 618,902 shares of Dean Foods common stock with respect to the first three Valuation Dates set forth above.

Remarks:

	Katherine K. Connell, Attorney In Fact	11/23/2009
	** 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).
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