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*
Devine Martin J

(Last) (First) (Middle)
2711 NORTH HASKELL AVENUE
SUITE 3400

(Street)
DALLAS TX 75204

(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)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2012
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 12/07/2012 M 17,362 A $14.2466 35,837 D
Common Stock 12/07/2012 S 17,362 D $17.2264(1) 18,475 D
Common Stock 12/07/2012 M 349 A $14.2466 18,824 D
Common Stock 12/07/2012 S 349 D $17.2415 18,475 D
Common Stock 12/07/2012 M 743 A $14.2466 19,218 D
Common Stock 12/07/2012 S 743 D $17.2415 18,475 D
Common Stock 12/07/2012 M 6,260 A $10.35 24,735 D
Common Stock 12/07/2012 S 6,260 D $17.2335 18,475 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 DF002230) $14.2466 12/07/2012 M 17,362 01/06/2004(2) 01/06/2013 Common Stock 17,362 $0 0 D
Incentive Stock Option (right to buy DV00824) $14.2466 12/07/2012 M 349 01/06/2004(2) 01/06/2013 Common Stock 349 $0 0 D
Incentive Stock Option (right to buy T0001045) $14.2466 12/07/2012 M 743 01/06/2004(2) 01/06/2013 Common Stock 743 $0 0 D
Non-Qualified Stock Option (right to buy DF007309) $10.35 12/07/2012 M 6,260 02/18/2012(2) 02/18/2021 Common Stock 6,260 $0 12,518 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.22 to $17.2411, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
2. 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.
Remarks:
Katherine K. Connell, Attorney-In-Fact 12/11/2012
** 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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