Chris Bellairs Form 4 DEAN FOODS / Chris Bellairs ownership change

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^*

Bellairs Chris

(Last) (First) (Middle)

2711 NORTH HASKELL AVENUE

SUITE 3400

(Street)

DALLAS TX 75204

(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)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

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(1)	02/24/2017		A		8,992	A	$0.00	93,958	D
Common Stock	02/26/2017		M		9,936(2)	A	$0.00	103,894	D
Common Stock	02/26/2017		F		2,718(2)	D	$18.45	101,176	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(3)(4)	$0.00	02/24/2017		A		27,100		(5)	(5)	Common Stock	27,100	$0.00	27,100	D
Restricted Stock Units (DU005857)(4)(6)	$0.00	02/26/2017		M			9,936(2)	(6)	(6)	Common Stock	9,936(2)	$0.00	19,872	D

Explanation of Responses:

1. These Performance Stock Units (PSUs) were awarded in February 2016 and earned upon certification by the Issuer's Compensation Committee of the achievement of performance targets on 2/24/2017. These PSUs will vest on 12/31/2018, subject to the continued employment of the Reporting Person with the Issuer through that date.

2. The Reporting Person received a total of 9,936 shares of Common Stock of the Issuer pursuant to the vesting of restricted stock units (RSUs). A total of 2,718 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 7,218 net shares of Common Stock.

3. 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.

4. RSUs convert into common stock on a one-for-one basis.

5. This RSU award vests annually, on a pro rata basis, over a 3-year period.

6. These RSUs were awarded on 2/26/2016. The award vests annually, on a pro rata basis, over a 3-year period.

Remarks:

	Kay F. Stockler Attorney-in-Fact	02/28/2017
	** 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).
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