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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DEAN FOODS CO [ DF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/01/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/01/2016 | M | 5,775(1) | A | (2) | 360,389 | D | |||
Common Stock | 12/01/2016 | F | 2,423(1) | D | $19.15 | 357,966 | D | |||
Common Stock | 12/01/2016 | M | 17,326(3) | A | (2) | 375,292 | D | |||
Common Stock | 12/01/2016 | F | 7,269(3) | D | $19.15 | 368,023 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 (DU005847)(4) | (2) | 12/01/2016 | M | 5,775(1) | 12/01/2016(4) | 12/01/2025 | Common Stock | 5,775(1) | $0.00 | 0 | D | ||||
Restricted Stock Units (DU005846)(4) | (2) | 12/01/2016 | M | 17,326(3) | 12/01/2016(4) | 12/01/2025 | Common Stock | 17,326(3) | $0.00 | 0 | D | ||||
Restricted Stock Units (DU005879)(5)(6) | (2) | 12/01/2016 | A | 5,775(5) | 12/01/2017(6) | 12/01/2026 | Common Stock | 5,775 | $0.00 | 5,775 | D | ||||
Restricted Stock Units (DU005880)(6)(7) | (2) | 12/01/2016 | A | 28,878(7) | 12/01/2017(6) | 12/01/2026 | Common Stock | 28,878 | $0.00 | 28,878 | D |
Explanation of Responses: |
1. The Reporting Person received a total of 5,775 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units (RSUs). A total of 2,423 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 3,352 net shares of Common Stock. |
2. RSUs convert into common stock on a one-for-one basis. |
3. The Reporting Person received a total of 17,326 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of RSUs. A total of 7,269 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 10,057 shares of Common Stock. |
4. On 12/01/2015, the Reporting Person 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. The RSUs fully vest on the first anniversary of the grant date. |
5. This award of RSUs was approved by the Compensation Committee on 11/06/2007. 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 05/23/2013, and (b) to reflect the reverse stock split on 08/26/2013. |
6. On 12/01/2016, the Reporting Person 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. The RSUs fully vest on the first anniversary of the grant date. |
7. This award of RSUs was approved by the Compensation Committee on 10/06/2010. 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 05/23/2013, and (b) to reflect the reverse stock split on 08/26/2013. |
Remarks: |
Kay F. Stockler, Attorney-in-Fact | 12/02/2016 | |
** 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. |