X0202 4 2007-05-09 0000931336 DEAN FOODS CO DF 0001361758 Callahan John F Jr 2515 MCKINNEY AVENUE SUITE 1200 DALLAS TX 75201 0 1 0 0 Executive Vice President Common Stock 2007-05-09 4 M 0 3400 0 A 3400 D Common Stock 2007-05-09 4 M 0 1597 0 A 4997 D Common Stock 2007-05-09 4 M 0 7500 0 A 12497 D Common Stock 2007-05-09 4 M 0 3522 0 A 16019 D Restricted Stock Units (DU003812) 0 2007-05-09 4 M 0 3400 0 D 2007-05-09 2016-05-09 Common Stock 3400 13600 D Restricted Stock Units (DV005197) 0 2007-05-09 4 M 0 1597 0 D 2007-05-09 2016-05-09 Common Stock 1597 6385 D Restricted Stock Units (DU003813) 0 2007-05-09 4 M 0 7500 0 D 2007-05-09 2016-05-09 Common Stock 7500 15000 D Restricted Stock Units (DV005198) 0 2007-05-09 4 M 0 3522 0 D 2007-05-09 2016-05-29 Common Stock 3522 7042 D Restricted Stock Units (DU003834) 0 2008-02-12 2017-02-12 Common Stock 18000 18000 D Restricted Stock Units (DV005221) 0 2008-02-12 2017-02-12 Common Stock 8451 8451 D Non-Qualified Stock Option (right to buy-DF005286) 25.4439 2007-05-09 2016-05-09 Common Stock 110000 110000 D Non-Qualified Stock Option (right to buy-DV000473) 25.4439 2007-05-09 2016-05-09 Common Stock 51645 51645 D Incentive Stock Option (right to buy-DF005342) 30.1121 2008-02-12 2017-02-12 Common Stock 6777 6777 D Incentive Stock Option (right to buy-DV000475) 30.1121 2008-02-12 2017-02-12 Common Stock 3182 3182 D Non-Qualified Stock Option (right to buy-DF005351) 30.1121 2008-02-12 2017-02-12 Common Stock 38223 38223 D Non-Qualified Stock Option (right to buy-DV000474) 30.1121 2008-02-12 2017-12-12 Common Stock 17946 17946 D The reporting person was entitled to receive 16,019 shares of common stock of the Issuer pursuant to vesting provisions in the 2006 Award of Restricted Stock Units ("RSUs"). A Restricted Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share 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 prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. Due to a special cash dividend of $15.00, paid by Issuer on April 2, 2007, to shareholders of record on March 27, 2007, the number of RSUs has been adjusted to maintain the value of the RSU award, post-dividend. A Restricted Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share 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 prorata basis, over a three-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. The options vest in three equal installments beginning on the first anniversary of the date of the grant and were issued without stockholder approval, as an "inducement grant", as such term is defined by the New York Stock Exchange. Due to a special cash dividend of $15.00, paid by Issuer on April 2, 2007, to shareholders of record on March 27, 2007, the option exercise price and number of shares has been adjusted to maintain the value of the option award, post-dividend. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date. John F. Callahan, Jr. 2007-05-14