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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tanner Gregg A
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)
Chief Executive Officer
(Last)          (First)          (Middle)

2711 NORTH HASKELL AVENUE, SUITE 3400
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2015
(Street)

DALLAS, TX 75201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/1/2015     M    5775   (1) A   (2) 285945   D    
Common Stock   12/1/2015     F    2423   (1) D $18.92   283522   D    
Common Stock   12/1/2015     M    17326   (3) A   (2) 300848   D    
Common Stock   12/1/2015     F    7269   (3) D $18.92   293579   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Units (DU005815)   (4)   (2) 12/1/2015     M         5775   (1)   12/1/2015   (4) 12/1/2024   Common Stock   5775   (1) $0.00   0   D    
Restricted Stock Units (DU005814)   (4)   (2) 12/1/2015     M         17326   (3)   12/1/2015   (4) 12/1/2024   Common Stock   17326   (3) $0.00   0   D    
Restricted Stock Units (DU005847)   (5) (6)   (2) 12/1/2015     A      5775   (6)      12/1/2016   (5) 12/1/2025   Common Stock   5775   $0.00   5775   D    
Restricted Stock Units (DU005846)   (5) (7)   (2) 12/1/2015     A      17326   (7)      12/1/2016   (5) 12/1/2025   Common Stock   17326   $0.00   17326   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 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 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 12/01/2014, 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)  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.
( 6)  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.
( 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tanner Gregg A
2711 NORTH HASKELL AVENUE
SUITE 3400
DALLAS, TX 75201
X
Chief Executive Officer

Signatures
Kay F. Stockler, Attorney-in-Fact 12/3/2015
** 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 control number.
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