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*
FROMBERG BARRY A
(Last) (First) (Middle)
2515 MCKINNEY AVENUE, LB 30, 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)
01/13/2006
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 01/13/2006 M 44,351 A $0 80,859.001 D
Common Stock 01/13/2006(1) S 14,700 D $37.9 66,159.001 D
Common Stock 01/13/2006(1) S 6,500 D $37.91 59,659.001 D
Common Stock 01/13/2006(1) S 9,800 D $37.92 49,859.001 D
Common Stock 01/13/2006(1) S 13,251 D $37.93 36,608.001 D
Common Stock 01/13/2006(1) S 100 D $37.95 36,508.001 D
Common Stock 01/13/2006 M 3,790(2) A $0 40,298.001 D
Common Stock 01/13/2006 F 1,761(2) D $37.82 38,537.001 D
Common Stock 01/17/2006 M 5,400 A $0 43,937.001 D
Common Stock 01/17/2006(1) S 5,400 D $37.9 38,537.001 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
Deferred Stock Units (DU000093)(3) $0 01/13/2006 M 3,200 01/13/2005 01/13/2014 Common Stock 3,200 $0 9,600 D
Deferred Stock Units (TU905827)(3) $0 01/13/2006 M 590 01/13/2005 01/13/2014 Common Stock 590 $0 1,769 D
Restricted Stock Units (DF902033)(3) $0 01/07/2006 01/07/2015 Common Stock 16,400(2) 16,400 D
Restricted Stock Units (TU905726)(3) $0 01/07/2006 01/07/2015 Common Stock 3,022(2) 3,022 D
Incentive Stock Option (right to buy - DF002195)(4) $20.9355 01/06/2004 01/06/2013 Common Stock 4,032 4,032 D
Incentive Stock Option (right to buy - T0001047)(4) $20.9355 01/06/2004 01/06/2013 Common Stock 743 743 D
Incentive Stock Option (right to buy - DF003306)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 1,070 1,070 D
Incentive Stock Option (right to buy - T0001768)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 197 197 D
Incentive Stock Option (right to buy - DF902167)(4) $26.8941 01/07/2006 01/07/2015 Common Stock 5,232 5,232 D
Incentive Stock Option (right to buy - T0001365)(4) $26.8941 01/07/2006 01/07/2015 Common Stock 643 643 D
Non-Qualified Stock Option (right to buy - T0000579)(4) $13.7918 07/31/1999 07/31/2008 Common Stock 3,569 3,569 D
Non-Qualified Stock Option (right to buy - T0000608)(4) $13.7918 07/31/1999 07/31/2008 Common Stock 11,569 11,569 D
Non-Qualified Stock Option (right to buy - T0000499)(4) $12.1383 01/22/2002 01/22/2011 Common Stock 45 45 D
Non-Qualified Stock Option (right to buy - T0003349)(4) $12.1383 01/22/2002 01/22/2011 Common Stock 8 8 D
Non-Qualified Stock Option (right to buy - DF001523)(4) $17.1835 01/13/2006 M 9,560 01/14/2003 01/14/2012 Common Stock 9,560 $0 0 D
Non-Qualified Stock Option (right to buy - DF001332)(4) $17.1835 01/13/2006 M 34,791 01/14/2003 01/14/2012 Common Stock 34,791 $0 40,209 D
Non-Qualified Stock Option (right to buy - DF001332)(4) $17.1835 01/17/2006 M 5,400 01/14/2003 01/14/2012 Common Stock 5,400 $0 34,809 D
Non-Qualified Stock Option (right to buy - DF002196)(4) $20.9355 01/06/2004 01/06/2013 Common Stock 27,468 27,468 D
Non-Qualified Stock Option (right to buy - T0000609)(4) $20.9355 01/06/2004 01/06/2013 Common Stock 16,671 16,671 D
Non-Qualified Stock Option (right to buy - DF003307)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 46,791 46,791 D
Non-Qualified Stock Option (right to buy - TU000197)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 2,139 2,139 D
Non-Qualified Stock Option (right to buy - T0000695)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 8,622 8,622 D
Non-Qualified Stock Option (right to buy - TU000198)(4) $26.3199 01/13/2005 01/13/2014 Common Stock 394 394 D
Non-Qualified Stock Option (right to buy - DF902168)(4) $26.8941 01/07/2006 01/07/2015 Common Stock 50,768 50,768 D
Non-Qualified Stock Option (right to buy - T0000699)(4) $26.8941 01/07/2006 01/07/2015 Common Stock 9,355 9,355 D
Non-Qualified Stock Option (right to buy - TU000199)(4) $26.8941 01/07/2006 01/07/2015 Common Stock 321 321 D
Explanation of Responses:
1. Sales are pursuant to a 10b5-1 Sales Plan dated November 7, 2005, between reporting person and Bear Stearns & Co., Inc., acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $01 per share.
2. The reporting person was entitled to receive a total of 3,790 shares of common stock of the Issuer pursuant to the vesting provisions in the 2004 Award of Deferred Stock Units ("DSUs"). A portion of these shares (1,761) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 2,029 net shares of common stock.
3. A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share 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 prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions.
4. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.
Remarks:
Barry A. Fromberg 01/17/2006
** 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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