Sec Form 4 Filing - NEVARES HECTOR M @ DEAN FOODS CO - 2016-02-13

Insider filing report for Changes in Beneficial Ownership
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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
NEVARES HECTOR M
2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [ DF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BOLIVIA 33 -- SUITE 303
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2016
(Street)
HATO REY, PR00917
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 02/13/2016 M 2,827 ( 1 ) A $ 0 98,521 D
Common Stock 02/15/2016 M 2,597 ( 2 ) A $ 0 101,118 D
Common Stock 02/16/2016 M 2,134 ( 3 ) A $ 0 103,252 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 Award (DU005781) ( 4 ) $ 0 02/13/2016 M 2,827 ( 1 ) 02/13/2015( 5 ) 02/13/2024 Common Stock 2,827 ( 1 ) $ 0 2,827 D
Restricted Stock Award (DU705746) ( 4 ) $ 0 02/15/2016 M 2,597 ( 2 ) 02/15/2014( 5 ) 02/15/2023 Common Stock 2,597 ( 2 ) $ 0 0 D
Restricted Stock Award (DU005839) ( 4 ) $ 0 02/16/2016 M 2,134 ( 3 ) 02/16/2016( 5 ) 02/16/2025 Common Stock 2,134 ( 3 ) $ 0 4,269 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEVARES HECTOR M
BOLIVIA 33 -- SUITE 303
HATO REY, PR00917
X
Signatures
Kay F. StocklerAttorney-in-Fact 02/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person received a total of 2,827 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units (RSUs).
( 2 )The Reporting Person received a total of 2,597 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of RSUs.
( 3 )The Reporting Person received a total of 2,134 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of RSUs.
( 4 )The Reporting Person previously received an award of RSUs, which represents the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the related award agreement.
( 5 )This RSU award vests annually, on a pro rata basis, over a 3-year period beginning on the first anniversary of the grant 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).

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