Jose A Motta Form 3 DEAN FOODS / JOSE A MOTTA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MOTTA JOSE A

(Last) (First) (Middle)

2711 NORTH HASKELL AVENUE

SUITE 3400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2017

3. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [ DF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (DU005832)(1)	(2)	(2)	Common Stock	3,914	0.00	D
Restricted Stock Units (DU005866)(1)	(3)	(3)	Common Stock	7,949	0.00	D
Restricted Stock Units (DU005901)(1)	(4)	(4)	Common Stock	12,466	0.00	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. These RSUs were awarded on 2/16/2015 and will vest on 2/16/2018.

3. These RSUs were awarded on 2/26/2016; 3,974 RSUs will vest on 2/26/2018 and the remainder will vest on 2/26/2019.

4. These RSUs were awarded on 2/24/2017 and will vest annually, on a pro rata basis, over a 3-year period.

Remarks:

	Kay F. Stockler, Attorney-in-Fact	12/06/2017
	** 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 5 (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.
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