Edgar Filing: ENGLES GREGG L

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ENGLES GREGG L

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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board and

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2009

(Street)

DALLAS, TX 75201

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/24/2009		J/K⁽¹⁾⁽²⁾⁽³⁾		204,084	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,388,228	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

11/24/2009

J/K⁽¹⁾⁽²⁾⁽³⁾

204,084

11/24/2009

Common Stock

950,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ENGLES GREGG L 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201	X		Chairman of the Board and

Signatures

Katherine K. Connell, Attorney In Fact		11/24/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On November 24th, 2009, the reporting person's settlement obligations became fixed under the fourth of the four respective components of the prepaid variable forward sale contract that was entered into on November 21, 2008, by the reporting person with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer up to 950,000 shares of Dean Foods common stock (or, at the reporting person's election, an equivalent amount of cash) ratably based on the market price of Dean Foods common stock over a four-day period consisting of November 19, 20, 23 and 24 (each a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568 as of the date of entering into the contract. The reporting person pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, [CONTINUED ON NEXT FOOTNOTE]
(2)	and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provided that the number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity would be determined as follows: (a) if the closing price of Dean Foods common stock on a valuation Date (each, a "Settlement Price") is less than or equal to $13.9981 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares allocable to such date; (b) if the Settlement Price is greater than the Initial Share Price but less than or equal to $18.8974 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED ON NEXT FOOTNOTE]
(3)	and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares allocable to such date times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. The settlement details regarding the first three Valuation Dates were reported on a Form 4 filed by the reporting person on November 23, 2009. On November 24, 2009, the Settlement Price was $16.29. Accordingly the reporting person delivered to the buyer 204,084 shares of Dean Foods common stock with respect to that Valuation Date. In total, the reporting person delivered to the buyer 822,986 shares of Dean Foods common stock with respect to the four Valuation Dates and 127,014 of the Pledged Shares were retained by the reporting person.

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