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)
01/15/2009

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	01/15/2009		M		27,000	A	$0⁽¹⁾	3,164,439	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)	⁽²⁾⁽³⁾⁽⁴⁾							11/19/2009⁽²⁾⁽³⁾⁽⁴⁾	11/19/2009⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	950,000		950,000	D
Non-Qualified Stock Option (right to buy-DF002188)	$14.2466							01/06/2004⁽⁵⁾	01/06/2013	Common Stock	604,968		604,968	D
Non-Qualified Stock Option (right to buy-DV000987)	$14.2466							01/06/2004⁽⁵⁾	01/06/2013	Common Stock	284,032		284,032	D
Non-Qualified Stock Option (right to buy-T0000656)	$14.2466							01/06/2004⁽⁵⁾	01/06/2013	Common Stock	40,836		40,836	D
Non-Qualified Stock Option (right to buy-DV000992)	$14.2466							01/06/2004⁽⁵⁾	01/06/2013	Common Stock	19,173		19,173	D
Non-Qualified Stock Option (right to buy-TU000181)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	1,570		1,570	D
Non-Qualified Stock Option (right to buy-DV000991)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	737		737	D
Non-Qualified Stock Option (right to buy-TU000183)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	208		208	D
Non-Qualified Stock Option (right to buy-DV000976)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	98		98	D
Non-Qualified Stock Option (right to buy-DF003303)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	320,791		320,791	D
Non-Qualified Stock Option (right to buy-DV000975)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	150,611		150,611	D
Non-Qualified Stock Option (right to buy-T0000901)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	40,504		40,504	D
Non-Qualified Stock Option (right to buy-DV000989)	$17.9107							01/13/2005⁽⁵⁾	01/13/2014	Common Stock	19,017		19,017	D
Non-Qualified Stock Option (right to buy-TU000182)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	321		321	D
Non-Qualified Stock Option (right to buy-DV000977)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	151		151	D
Non-Qualified Stock Option (right to buy-DF902595)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	282,768		282,768	D
Non-Qualified Stock Option (right to buy DV000986)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	132,760		132,760	D
Non-Qualified Stock Option (right to buy-T0000619)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	52,104		52,104	D
Non-Qualified Stock Option (right to buy-DV000993)	$18.3014							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	24,463		24,463	D
Non-Qualified Stock Option (right to buy-DF004886)	$25.6821							01/13/2007⁽⁵⁾	01/13/2016	Common Stock	433,122		433,122	D
Non-Qualified Stock Option (right to buy-DV000978)	$25.6821							01/13/2007⁽⁵⁾	01/13/2016	Common Stock	203,351		203,351	D
Non-Qualified Stock Option (right to buy-DF005346)	$30.1121							02/12/2008⁽⁵⁾	02/12/2017	Common Stock	243,741		243,741	D
Non-Qualified Stock Option (right to buy-DV000981)	$30.1121							02/12/2008⁽⁵⁾	02/12/2017	Common Stock	114,436		114,436	D

Explanation of Responses:

1. The reporting person was entitled to receive a total of 27,000 shares of common stock of the Issuer pursuant to the vesting provisions in the 2008 Award of Restricted Stock Units ("RSUs").

2. On November 21, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates 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 measured over a 4-day period consisting of November 19, 20, 23 and 24, 2009 (each, a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568.13 as of the date of entering into the contract. [CONTINUED ON NEXT FOOTNOTE]

3. The reporting person has pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity is to be determined as follows: (a) if the closing price of Dean Foods common stock on each 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; (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 times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED ON NEXT FOOTNOTE]

4. 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 times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. [END OF FOOTNOTE]

5. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.

Remarks:

FIRST OF TWO (2) FORM 4s FILED ON THIS SAME DATE.

	Angela B. Miro, Attorney In Fact	01/20/2009
	** 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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