SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Devine Martin J

(Last)

(First)

(Middle)

2711 NORTH HASKELL AVENUE

SUITE 3400

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2012

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer,

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,034	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy-T0002403)	01/07/2006⁽¹⁾	01/07/2015	Common Stock	276	$18.3014	D
Non-Qualified Stock Option (right to buy-TU000175)	01/07/2006⁽¹⁾	01/07/2015	Common Stock	184	$18.3014	D
Non-Qualified Stock Option (right to buy-DF004955)	01/13/2007⁽¹⁾	01/13/2016	Common Stock	7,000	$25.6821	D
Non-Qualified Stock Option (right to buy-DV000829)	01/13/2007⁽¹⁾	01/13/2016	Common Stock	3,287	$25.6821	D
Non-Qualified Stock Option (right to buy-DF005374)	02/12/2008⁽¹⁾	02/12/2017	Common Stock	10,000	$30.1121	D
Non-Qualified Stock Option (right to buy-DV000808)	02/12/2008⁽¹⁾	02/12/2017	Common Stock	4,695	$30.1121	D
Non-Qualified Stock Option (right to buy-DF006151)	01/15/2009⁽¹⁾	01/15/2018	Common Stock	10,000	$25.37	D
Non-Qualified Stock Option (right to buy-DF006509)	12/01/2009⁽¹⁾	12/01/2018	Common Stock	10,000	$13.24	D
Non-Qualified Stock Option (right to buy-DF006530)	02/13/2010⁽¹⁾	02/13/2019	Common Stock	24,000	$20.07	D
Non-Qualified Stock Option (right to buy-DF007117)	02/12/2011⁽²⁾	02/12/2020	Common Stock	13,277	$14.56	D
Non-Qualified Stock Option (right to buy-DF007309)	02/18/2012⁽²⁾	02/18/2021	Common Stock	18,778	$10.35	D
Non-Qualified Stock Option (right to buy-DF007348)	02/17/2013⁽²⁾	02/17/2022	Common Stock	49,325	$12.07	D
Restricted Stock Units (DU004064)	01/15/2009⁽³⁾	01/15/2018	Common Stock	660	$0	D
Restricted Stock Units (DU004386)	12/01/2009⁽⁴⁾	12/01/2018	Common Stock	1,200	$0	D
Restricted Stock Units (DU004977)	02/12/2011⁽⁵⁾	02/12/2020	Common Stock	1,500	$0	D
Restricted Stock Units (DU005632)	02/18/2012⁽⁶⁾	02/18/2021	Common Stock	9,489	$0	D
Restricted Stock Units (DU005672)	02/17/2013⁽⁷⁾	02/17/2022	Common Stock	34,626	$0	D

Explanation of Responses:

1. The shares of Common Stock subject to the Option are fully vested.

2. The shares of Common Stock subject to the Option vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the award agreement.

3. The reporting person has received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The remaining units subject to the award will vest on January 15, 2013, subject to certain accelerated vesting provisions contained in the award agreement.

4. The reporting person has received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The remaining units subject to the award will vest in equal installments on December 1, 2012, and December 1, 2013, subject to certain accelerated vesting provisions contained in the award agreement.

5. The reporting person has received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The remaining units subject to the award will vest on February 12, 2013.

6. The reporting person has received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The remaining units subject to the award will vest in equal installments on February 18, 2013, and February 18, 2014.

7. The reporting person has received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date.

Remarks:

SECOND OF TWO (2) FORMS 3 FILED ON THIS SAME DATE.

	Katherine K. Connell, Attorney-In-Fact	11/15/2012
	** 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 5 (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.