Initial Statement of Beneficial Ownership (3)
October 02 2019 - 6:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
*
WATERMAN KRISTY N. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/24/2019
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3. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [DF]
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(Last)
(First)
(Middle)
2711 N HASKELL AVENUE STE 3400 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP, General Counsel / |
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(Street)
DALLAS, TX 75204
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 2457 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
| Phantom Stock Awards (1) | (2) | (2) | Common Stock | 3072 | $0.00 | D | |
| Phantom Stock Awards (1) | (3) | (3) | Common Stock | 7973 | $0.00 | D | |
| Phantom Stock Awards (1) | (4) | (4) | Common Stock | 3534 | $0.00 | D | |
| Phantom Stock Awards (1) | (5) | (5) | Common Stock | 59904 | $0.00 | D | |
| Explanation of Responses: |
| (1) | Each unit of phantom stock is the economic equivalent of one share of Common Stock of the Issuer. Vesting of the award is subject to the terms and conditions of the award agreement. At settlement, the Reporting Person will receive the cash value of the unit. |
| (2) | This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 02/24/2018; the second tranche vested 02/24/2019; and the third tranche vests on 02/24/2020. |
| (3) | This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 03/01/2019; the second and third tranches vest on 03/01/2020 and 03/01/2021, respectively. |
| (4) | This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 5/1/2019; the second and third tranches vest on 5/1/2020 and 5/1/2021, respectively. |
| (5) | This award was made on 03/06/2019. It vests annually, on a pro rata basis, over a 3-year period. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WATERMAN KRISTY N.
2711 N HASKELL AVENUE STE 3400
DALLAS, TX 75204 |
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| SVP, General Counsel |
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Signatures
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| Kay F. Stockler, as Attorney-in-Fact | | 10/2/2019 |
| **Signature of Reporting Person | Date |
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