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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
SCALZO JOSEPH
(Last) (First) (Middle)
2515 MCKINNEY AVENUE
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President-White Wave Foods Co.
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2008
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 02/12/2008 M 5,878 A $0 5,878 D
Common Stock 02/12/2008 F 2,061(1) D $26.93 3,817 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
Restricted Stock Units (DU003833) $0 02/12/2008 M 4,000 02/12/2008(2) 02/12/2017 Common Stock 4,000 $0 16,000 D
Restricted Stock Units(DV005220) $0 02/12/2008 M 1,878 02/12/2008(2) 02/12/2017 Common Stock 1,878 $0 7,512 D
Restricted Stock Units $0 01/15/2009(2) 01/15/2018 Common Stock 40,000 40,000 D
Non-Qualified Stock Option (right to buy - DF003753) $25.8454 10/11/2006(3) 10/11/2015 Common Stock 245,000 245,000 D
Non-Qualified Stock Option (right to buy - DV003475) $25.8454 10/11/2006(3) 10/11/2015 Common Stock 115,028 115,028 D
Non-Qualified Stock Option (right to buy - DF005350) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 93,223 93,223 D
Non-Qualified Stock Option (right to buy - DV003477) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 43,768 43,768 D
Non-Qualified Stock Option (right to buy) $25.37 01/15/2009(4) 01/15/2018 Common Stock 140,000 140,000 D
Incentive Stock Option (right to buy -- DF005339) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 6,777 6,777 D
Incentive Stock Option (right to buy - DV003476) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 3,182 3,182 D
Explanation of Responses:
1. The reporting person was entitled to receive a total of 5,878 shares of common stock of the Issuer pursuant to the vesting provisions in the 2007 Award of Deferred Stock Units ("DSUs"). A total of 2,061 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 3,817 net shares of common stock.
2. The reporting person has received an award of Restricted Stock Units ("RSUs") which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the RSU Award Agreement. The RSUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of the grant.
3. 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.
4. The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.
Remarks:
Joseph Scalzo 02/12/2008
** 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.