Sec Form 4 Filing - Gonzalez Rachel A @ DEAN FOODS CO - 2014-08-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Gonzalez Rachel A 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) EVP, General Counsel (Last) (First) (Middle) 2711 NORTH HASKELL AVENUE, SUITE 3400 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2014 (Street) DALLAS, TX75204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/22/2014 M 5,576 A $ 12.6 30,128 D Common Stock 08/22/2014 M 15,774 A $ 8.96 45,902 D Common Stock 08/22/2014 M 20,258 A $ 10.44 66,160 D Common Stock 08/22/2014 F 30,568 ( 1 ) D $ 16.02 35,592 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 DF707122) $ 12.6 ( 2 ) 08/22/2014 M 5,576 02/12/2011( 3 ) 02/12/2020 Common Stock 5,576 $ 0 0 D Non-Qualified Stock Option (Right to Buy DF707306) $ 8.96 ( 2 ) 08/22/2014 M 15,774 02/18/2012( 3 ) 02/18/2021 Common Stock 15,774 $ 0 0 D Non-Qualified Stock Option (Right to Buy DF707356) $ 10.44 ( 2 ) 08/22/2014 M 20,258 02/17/2013( 3 ) 02/17/2022 Common Stock 20,258 $ 0 10,129 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gonzalez Rachel A 2711 NORTH HASKELL AVENUE, SUITE 3400 DALLAS, TX75204 EVP, General Counsel Signatures Carman M. Callahan, Attorney-in-Fact 08/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person exercised options totaling 41,608 shares of Common Stock of the Issuer. A total of 30,568 shares were surrendered to satisfy the exercise price of such options associated with such exercise, resulting in the issuance of a total of 11,040 net shares of Common Stock. ( 2 )These option awards have been adjusted (a) to preserve the intrinsic value of awards existing prior to the spin-off of a portion of the Issuer's ownership interest in The WhiteWave Foods Company on May 23, 2013 and (b) to reflect the reverse stock split on August 26, 2013. ( 3 )The shares of Common Stock subject to the Option vested annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the award agreement.

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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