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*
SCHENKEL PETE

(Last) (First) (Middle)
2515 MCKINNEY AVENUE, LB 30, SUITE 1200

(Street)
DALLAS TX 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)
President, Dean Dairy Group
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004
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)
Code V Amount (A) or (D) Price
Common Stock 02/05/2004(1) S 15,000 D $33 13,095 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $18.7188 01/04/2001(2) 01/04/2010 Common Stock 139,500 139,500 D
Incentive Stock Option (right to buy) $18.7188 01/04/2001(2) 01/04/2010 Common Stock 24,000 24,000 D
Incentive Stock Option (right to buy) $21.5625 01/22/2002(2) 01/22/2011 Common Stock 6,975 6,975 D
Non-Qualified Stock Option (right to buy) $21.5625 01/22/2002(2) 01/22/2011 Common Stock 293,025 293,025 D
Incentive Stock Option (right to buy) $30.525 01/14/2003(2) 01/14/2012 Common Stock 4,914 4,914 D
Non-Qualified Stock Option (right to buy) $30.525 01/14/2003(2) 01/14/2012 Common Stock 295,086 295,086 D
Non-Qualified Stock Option (right to buy) $30.525 01/14/2003(2) 01/14/2012 Common Stock 195,000 195,000 D
Incentive Stock Option (right to buy) $24.7933 01/06/2004(2) 01/06/2013 Common Stock 4,032 4,032 D
Non-Qualified Stock Option (right to buy) $24.7933 01/06/2004(2) 01/06/2013 Common Stock 246,468 246,468 D
Deferred Stock Units(3) $0 07/07/2004 01/07/2013 Common Stock 72,000 72,000 D
Explanation of Responses:
1. Sale is pursuant to a 10b5-1 Sales Plan between reporting person and Bear Stearns & Co., Inc. acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $0.01 per share of Dean Foods Company.
2. The shares of common stock subject to the Options shall vest ratably in three equal increments commencing on the first anniversary of the grant date.
3. The reporting person has received an award of Deferred Stock Units ("DSUs") which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period.
Remarks:
Pete Schenkel 02/06/2004
** 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.
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.