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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
GOOLSBY MICHELLE P

(Last) (First) (Middle)
2515 MCKINNEY AVENUE, 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) X Other (specify below)
Exec VP, Chief Admin Officer, General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2007
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 11/01/2007 M 16,200 A $9.3853 70,424.155(1) D
Common Stock 11/01/2007 S 3,000(2) D $27.5 67,424.155(1) D
Common Stock 11/01/2007 S 4,000(2) D $27.55 63,424.155(1) D
Common Stock 11/01/2007 S 9,200(2) D $27.6 54,224.155(1) 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
Restricted Stock Units (DU003751) $0 01/13/2007(3) 01/13/2016 Common Stock 14,400 14,400 D
Restricted Stock Units (DV005427) $0 01/07/2006(3) 01/07/2015 Common Stock 6,760 6,760 D
Restricted Stock Units (DU003835) $0 02/12/2008(3) 02/12/2017 Common Stock 18,000 18,000 D
Restricted Stock Units (DV005222) $0 02/12/2008(3) 02/12/2017 Common Stock 8,451 8,451 D
Incentive Stock Option (right to buy - DF002193) $14.2466 01/06/2004(4) 01/06/2013 Common Stock 4,032 4,032 D
Incentive Stock Option (right to buy - DV001372) $14.2466 01/06/2004(4) 01/06/2013 Common Stock 1,893 1,893 D
Incentive Stock Option (right to buy - T0001053) $14.2466 01/06/2004(4) 01/06/2013 Common Stock 743 743 D
Incentive Stock Option (right to buy - DV001371) $14.2466 01/06/2004(4) 01/06/2013 Common Stock 349 349 D
Incentive Stock Option (right to buy - DF003308) $17.9107 01/13/2005(4) 01/13/2014 Common Stock 1,070 1,070 D
Incentive Stock Option (right to buy - DV001376) $17.9107 01/13/2005(4) 01/13/2014 Common Stock 502 502 D
Incentive Stock Option (right to buy - T0001773) $17.9107 01/13/2005(4) 01/13/2014 Common Stock 197 197 D
Incentive Stock Option (right to buy - DV001369) $17.9107 01/13/2005(4) 01/13/2014 Common Stock 92 92 D
Incentive Stock Option (right to buy - DF902436) $18.3014 01/07/2006(4) 01/07/2015 Common Stock 5,232 5,232 D
Incentive Stock Option (right to buy - DV001378) $18.3014 01/07/2006(4) 01/07/2015 Common Stock 2,456 2,456 D
Incentive Stock Option (right to buy - T0001371) $18.3014 01/07/2006(4) 01/07/2015 Common Stock 643 643 D
Incentive Stock Option (right to buy - DV001370) $18.3014 01/07/2006(4) 01/07/2015 Common Stock 302 302 D
Incentive Stock Option (right to buy - DF004890) $25.6821 01/13/2007(4) 01/13/2016 Common Stock 2,878 2,878 D
Incentive Stock Option (right to buy - DV001364) $25.6821 01/13/2007(4) 01/13/2016 Common Stock 1,351 1,351 D
Incentive Stock Option (right to buy DF005341) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 2,259 2,259 D
Incentive Stock Option (right to buy DF005341) $30.1121 02/12/2008(4) 02/12/2017 Common Stock 1,061 1,061 D
Non-Qualified Stock Option (right to buy - DV001358) $9.3853 11/01/2007 M 16,200 07/31/1999(4) 07/31/2008 Common Stock 16,200 $0 1,921 D
Non-Qualified Stock Option (right to buy - DV001359) $9.3853 07/31/1999(4) 07/31/2008 Common Stock 488 6,000 D
Non-Qualified Stock Option (right to buy - SF002265) $8.2601 01/22/2002(4) 01/22/2011 Common Stock 90,600 90,600 D
Non-Qualified Stock Option (right to buy - DV005126) $8.2601 01/22/2002(4) 01/22/2011 Common Stock 42,537 42,537 D
Explanation of Responses:
1. Includes 10,525 shares common stock of Issuer, for which the reporting person has opted to defer receipt until a future date, under the Issuer's Executive Deferred Compensation Plan.
2. Sales are pursuant to a 10b5-1 Sales Plan dated October 8, 2007, 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 $0.01 per share of Issuer.
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:
CONTINUED ON ADDITIONAL FORM 4 FILED ON THIS SAME DATE.
Michelle P. Goolsby 11/05/2007
** 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.