Sec Form 4 Filing - BROOKS CHARLES A @ DEAN FOODS CO - 2014-04-01

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 BROOKS CHARLES 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) SVP, Logistics (Last) (First) (Middle) 2711 NORTH HASKELL AVENUE, SUITE 3400 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2014 (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 04/01/2014 M 2,753 ( 1 ) A $ 0 2,753 D Common Stock 04/01/2014 F 729 ( 1 ) D $ 15.2 2,024 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 Restricted Stock Units (DU705750) $ 0 04/01/2014 M 2,753 ( 1 ) ( 2 ) 04/01/2014( 3 ) 04/01/2023 Common Stock 2,753 $ 0 5,505 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROOKS CHARLES A 2711 NORTH HASKELL AVENUE SUITE 3400 DALLAS, TX75204 SVP, Logistics Signatures Kay F. Stockler, Attorney-in-Fact 04/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received a total of 2,753 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units (RSUs). A total of 729 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 2,024 net shares of Common Stock. ( 2 )These RSUs 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 reporting person has received an award of RSUs, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The RSUs vest annually, on a pro rata basis, over a three year period beginning on the first anniversary date of the grant.

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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