| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [ DF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2007 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 06/30/2007 | A | 621 | A | $0(1) | 34,426 | D | |||
| Common Stock | 2,750 | I | Shares held by The John S. Llewellyn, Jr. and Mary Martha Llewellyn 2006 Irrevocable Trust. | |||||||
|
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-DP003381) | $12.5898 | 06/01/1998(2) | 06/01/2008 | Common Stock | 6,768 | 6,768 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002419) | $12.5898 | 06/01/1998(2) | 06/01/2008 | Common Stock | 3,178 | 3,178 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000840) | $12.5898 | 06/01/1998(2) | 06/01/2008 | Common Stock | 1,247 | 1,247 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002420 | $12.5898 | 06/01/1998(2) | 06/01/2008 | Common Stock | 585 | 585 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DP003382) | $9.5022 | 06/01/1999(2) | 06/01/2009 | Common Stock | 6,768 | 6,768 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002412) | $9.5022 | 06/01/1999(2) | 06/01/2009 | Common Stock | 3,178 | 3,178 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000842) | $9.5022 | 06/01/1999(2) | 06/01/2009 | Common Stock | 1,247 | 1,247 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002421) | $9.5022 | 06/01/1999(3) | 06/01/2009 | Common Stock | 585 | 585 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DP003383) | $8.0867 | 06/01/2000(2) | 06/01/2010 | Common Stock | 6,768 | 6,768 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002417) | $8.0867 | 06/01/2000(3) | 06/01/2010 | Common Stock | 3,178 | 3,178 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000844) | $8.0867 | 06/01/2000(2) | 06/01/2010 | Common Stock | 1,247 | 1,247 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002422) | $8.0867 | 06/01/2000(2) | 06/01/2010 | Common Stock | 585 | 585 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DF002169) | $14.2351 | 07/01/2002(3) | 07/01/2012 | Common Stock | 22,500 | 22,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002416) | $14.2351 | 07/01/2002(2) | 07/01/2012 | Common Stock | 10,564 | 10,564 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000648) | $14.2351 | 07/01/2002(3) | 07/01/2012 | Common Stock | 4,146 | 4,146 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002418) | $14.2351 | 07/01/2002(3) | 07/01/2012 | Common Stock | 1,947 | 1,974 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DF002879) | $18.1003 | 06/30/2003(3) | 06/30/2013 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002413) | $18.1003 | 06/30/2003(3) | 06/30/2013 | Common Stock | 3,521 | 3,521 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000777) | $18.1003 | 06/30/2003(3) | 06/30/2013 | Common Stock | 1,382 | 1,382 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002424) | $18.1003 | 06/30/2003(3) | 03/30/2013 | Common Stock | 649 | 649 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DF003668) | $21.4389 | 06/30/2004(3) | 06/30/2014 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002411) | $21.4389 | 06/30/2004(3) | 06/30/2014 | Common Stock | 3,521 | 3,521 | D | ||||||||
| Non-Qualified Stock Option (right to buy-T0000787) | $21.4389 | 06/30/2004(3) | 06/30/2014 | Common Stock | 1,382 | 1,382 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002423) | $21.4389 | 06/30/2004(3) | 06/30/2014 | Common Stock | 649 | 649 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DF905922) | $23.9808 | 06/30/2005(3) | 06/30/2015 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002414) | $23.9808 | 06/30/2005(3) | 06/30/2015 | Common Stock | 3,521 | 3,521 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DF005295) | $25.3078 | 06/30/2006(3) | 06/30/2016 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy-DV002415) | $25.3078 | 06/30/2006(3) | 06/30/2016 | Common Stock | 3,521 | 3,521 | D | ||||||||
| Explanation of Responses: |
| 1. These are restricted shares issued under Dean's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director for the second quarter of 2007. These shares are fully vested due to Mr. Llewellyn's retirement from the Issuer's Board of Directors as of May 18, 2007. |
| 2. The options were granted under the Dean Foods Company Directors Plan. The options are fully vested and immediately exercisable. |
| 3. The options were automatically granted under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and are fully vested and immediately exercisable upon grant. |
| Remarks: |
| John S. Llewellyn, Jr. | 07/16/2007 | |
| ** 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. | ||