| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO/ [ DF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/07/2005 | M(1) | 30,329 | A | $0 | 1,006,535 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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)(2) | $9.75 | 05/13/1998 | 05/13/2007 | Common Stock | 315,000 | 315,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $19.5 | 01/02/1999 | 01/02/2008 | Common Stock | 360,000 | 360,000 | D | ||||||||
| Incentive Stock Option (right to buy)(2) | $11.7917 | 01/29/2000 | 01/29/2009 | Common Stock | 25,200 | 25,200 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $11.7917 | 01/29/2000 | 01/29/2009 | Common Stock | 244,800 | 244,800 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $11.4167 | 06/04/2000 | 06/04/2009 | Common Stock | 171,000 | 171,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $12.4792 | 01/04/2001 | 01/04/2010 | Common Stock | 495,000 | 495,000 | D | ||||||||
| Incentive Stock Option (right to buy)(2) | $14.375 | 01/22/2002 | 01/22/2011 | Common Stock | 13,974 | 13,974 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $14.375 | 01/22/2002 | 01/22/2011 | Common Stock | 586,026 | 586,026 | D | ||||||||
| Incentive Stock Option (right to buy)(2) | $20.35 | 01/14/2003 | 01/14/2012 | Common Stock | 4,914 | 4,914 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $20.35 | 01/14/2003 | 01/14/2012 | Common Stock | 450,000 | 450,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $20.35 | 01/14/2003 | 01/14/2012 | Common Stock | 595,086 | 595,086 | D | ||||||||
| Incentive Stock Option (right to buy)(2) | $24.7933 | 01/06/2004 | 01/06/2013 | Common Stock | 4,032 | 4,032 | D | ||||||||
| Non-Qualified Stock Option (right to buy(2) | $24.7933 | 01/06/2004 | 01/06/2013 | Common Stock | 604,968 | 604,968 | D | ||||||||
| Deferred Stock Units(3) | $0 | 01/07/2005 | M | 48,000(1) | 01/07/2004 | 01/07/2013 | Common Stock | 48,000 | $0 | 144,000 | D | ||||
| Deferred Stock Units(3) | $0 | 01/13/2005 | 01/13/2014 | Common Stock | 101,000 | 101,000 | D | ||||||||
| Incentive Stock Option (right to buy)(2) | $31.17 | 01/13/2005 | 01/13/2014 | Common Stock | 3,209 | 3,209 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(2) | $31.17 | 01/13/2005 | 01/13/2014 | Common Stock | 320,791 | 320,791 | D | ||||||||
| Stock Units(4) | $0 | 01/07/2005 | A | 104,000 | 01/07/2006 | 01/07/2015 | Common Stock | 104,000 | $0 | 104,000 | D | ||||
| Non-Qualified Stock Option (right to buy)(2) | $31.85 | 01/07/2005 | A | 288,000 | 01/07/2006 | 01/07/2015 | Common Stock | 288,000 | $0 | 288,000 | D | ||||
| Explanation of Responses: |
| 1. The reporting person received a net 30,329 shares of common stock of the Issuer on the second annual vesting date of an award of Deferred Stock Units ("DSUs"). |
| 2. 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. |
| 3. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period beginning on on the first anniversary date of grant, subject to certain accelerated vesting provisions. |
| 4. The reporting person has received an exempt award of Stock Units ("SUs") under the Company's 1989 Stock Awards Plan. Each SU is a right to receive one share of common stock of the Issuer in the future, subject to the terms and conditions of the SU Award Agreement. The SUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. |
| Remarks: |
| Gregg L. Engles | 01/11/2005 | |
| ** 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. | ||