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*
Callahan John F Jr

(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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2010
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 02/12/2010 M 5,290(1) A $0 68,162 D
Common Stock 02/12/2010 F 1,401(1) D $14.56 66,761 D
Common Stock 02/13/2010 M 11,167(2) A $0 77,928 D
Common Stock 02/13/2010 F 2,954(2) D $14.56 74,974 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 (DU003834) $0 02/12/2010 M 3,600(1) 02/12/2008(3) 02/12/2017 Common Stock 3,600(1) $0 7,200 D
Restricted Stock Units (DV005221) $0 02/12/2010 M 1,690(1) 02/12/2008(3) 02/12/2017 Common Stock 1,690(1) $0 3,380 D
Non Qualified Stock Option (right to buy-DF) $14.56 02/12/2010 A 57,935 02/12/2011(4) 02/12/2020 Common Stock 57,935 $0 57,935 D
Restricted Stock Units $0 02/12/2010 A 19,640 02/12/2011(5) 02/12/2020 Common Stock 19,640 $0 19,640 D
Restricted Stock Units (DU004399) $0 02/13/2010 M 11,167(2) 02/13/2010(5) 02/13/2019 Common Stock 11,167(2) $0 22,333 D
Explanation of Responses:
1. The reporting person received a total of 5,290 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units. A total of 1,401 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 3,889 net shares of Common Stock.
2. The reporting person received a total of 11,167 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units. A total of 2,954 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 8,213 net shares of Common Stock.
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 restricted stock units vest annually, on a pro rata basis, over a five year period beginning on the first anniversary date of the grant.
4. 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.
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 units vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date, subject to certain accelerated vesting provisions.
Remarks:
Katherine K. Connell, Attorney-In-Fact 02/17/2010
** 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.
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