SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DEAN FOODS CO
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
242370203
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 242370203 | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Quantitative Trading Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,473 | ||||
| 6 | SHARED VOTING POWER
None (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
5,473 | |||||
| 8 | SHARED DISPOSITIVE POWER
None (See Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,473 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% | |||||
| 12 | TYPE OF REPORTING PERSON*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 242370203 | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Asset Management L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,473 (See Item 4) | ||||
| 6 | SHARED VOTING POWER
None | |||||
| 7 | SOLE DISPOSITIVE POWER
5,473 (See Item 4) | |||||
| 8 | SHARED DISPOSITIVE POWER
None | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,473 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% | |||||
| 12 | TYPE OF REPORTING PERSON*
IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 242370203 | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Dmitry Balyasny | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,473 (See Item 4) | ||||
| 6 | SHARED VOTING POWER
None | |||||
| 7 | SOLE DISPOSITIVE POWER
5,473 (See Item 4) | |||||
| 8 | SHARED DISPOSITIVE POWER
None | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,473 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| Item 1 (a) | Name of Issuer: |
Dean Foods Co. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
2711 North Haskell Avenue, Suite 3400
Dallas, TX 75204
United States
| Item 2 (a) – (c) | This statement is filed on behalf of the following: |
(1) Atlas Quantitative Trading Fund, Ltd. is a Cayman corporation (“AQTF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.
(2) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager AQTF.
(3) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: 242370203 |
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4 | Ownership: |
AQTF
| (a) | Amount Beneficially Owned: |
5,473
Page 5 of 9 Pages
| (b) | Percent of Class: |
0.01%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
5,473
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
5,473
| (iv) | Shared power to dispose or to direct disposition of: |
None
BAM
| (a) | Amount Beneficially Owned: |
By virtue of its position as investment manager to AQTF, BAM may be deemed to beneficially own the 5,473 Shares of the Company’s Common Stock beneficially owned by AQTF.
| (b) | Percent of Class: |
0.01%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
5,473
| (ii) | Shared power to vote or to direct vote: |
None
Page 6 of 9 Pages
| (iii) | Sole power to dispose or direct disposition of: |
5,473
| (iv) | Shared power to dispose or to direct disposition of: |
None
Dmitry Balyasny
| (a) | Amount Beneficially Owned: |
By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 5,473 Shares of the Company’s Common Stock beneficially owned by BAM.
| (b) | Percent of Class: |
0.01%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
5,473
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
5,473
| (iv) | Shared power to dispose or to direct disposition of: |
None
| Item 5 | Ownership of Five Percent or Less of a Class: |
Applicable
Page 7 of 9 Pages
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2017
| ATLAS QUANTITATIVE TRADING FUND, LTD | BALYASNY ASSET MANAGEMENT L.P. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| DMITRY BALYASNY | ||||||||
| By: | /s/ Scott Schroeder |
|||||||
| Scott Schroeder | ||||||||
| Authorized Representative | ||||||||
Page 9 of 9 Pages