4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Pender, P. Eugene

2. Issuer Name and Ticker or Trading Symbol
Dean Foods Company (DF)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

2807 Ranch Road 2831
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
September 12, 2002

(Street)

Marble Falls, TX 78654

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

09/12/02

 

S

 

2,396

D

39.00

3,491

D

 

Common Stock

 

 

 

 

 

 

 

800

I

by Corporation

Common Stock

 

 

 

 

 

 

 

4,000

I

by Managed Account

Common Stock

 

 

 

 

 

 

 

1,900

I

by Trust
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).

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FORM 4 (continued)

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. Conver-
sion or
Excercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Non-Qualified Stock Option (right to buy)

$8.6250

 

 

 

 

 

 

06/28/96

06/28/06

Common Stock

6,900

 

6,900

D

 

Non-Qualified Stock Option (right to buy)

$19.8150

 

 

 

 

 

 

06/30/97

06/30/07

Common Stock

15,000

 

15,000

D

 

Non-Qualified Stock Option (right to buy)

$29.3150

 

 

 

 

 

 

6/30/98

06/30/08

Common Stock

15,000

 

15,000

D

 

Non-Qualified Stock Option (right to buy)

$20.9375

 

 

 

 

 

 

6/30/99

6/30/09

Common Stock

15,000

 

15,000

D

 

Non-Qualified Stock Option (right to buy)

$24.4375

 

 

 

 

 

 

6/30/00

6/30/10

Common Stock

15,000

 

15,000

D

 

Non-Qualified Stock Option (right to buy)

$26.5500

 

 

 

 

 

 

6/29/01

6/29/11

Common Stock

15,000

 

15,000

D

 

Non-Qualified Stock Option (right to buy)(1)

$37.16

 

 

 

 

 

 

7/1/02

7/1/12

Common Stock

15,000

 

15,000

D

 

Explanation of Responses:

(1) All the options listed were granted under the Issuer's Amended and Restated Stock Option and Restricted Stock Plan, and are fully vested and immediately exercisable upon grant.
  By: /s/ P. Eugene Pender
              
**Signature of Reporting Person		 September 12, 2002
Date

**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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