SEC Form 4 · accession 0001209191-15-083345
DEAN FOODS CO · DF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregg A Tanner
Officer — Chief Executive Officer · Director
Period of report
Dec 1, 2015
Accepted (ET)
Dec 3, 2015 · 6:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000931336
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 1, 2015 | M | 5,775 | — | A | 285,945 | D | |
| Common StockF1 | Dec 1, 2015 | F | 2,423 | $18.92 | D | 283,522 | D | |
| Common StockF3,F2 | Dec 1, 2015 | M | 17,326 | — | A | 300,848 | D | |
| Common StockF3 | Dec 1, 2015 | F | 7,269 | $18.92 | D | 293,579 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (DU005815)F4,F1,F2 | — | Dec 1, 2015 | M | 5,775 | D | Dec 1, 2015 | Dec 1, 2024 | Common Stock | 5,775 | 0 | D |
| Restricted Stock Units (DU005814)F4,F3,F2 | — | Dec 1, 2015 | M | 17,326 | D | Dec 1, 2015 | Dec 1, 2024 | Common Stock | 17,326 | 0 | D |
| Restricted Stock Units (DU005847)F5,F6,F2 | — | Dec 1, 2015 | A | 5,775 | A | Dec 1, 2016 | Dec 1, 2025 | Common Stock | 5,775 | 5,775 | D |
| Restricted Stock Units (DU005846)F5,F7,F2 | — | Dec 1, 2015 | A | 17,326 | A | Dec 1, 2016 | Dec 1, 2025 | Common Stock | 17,326 | 17,326 | D |
Explanation of responses
- F1The 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.
- F2RSUs convert into common stock on a one-for-one basis.
- F3The 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.
- F4On 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.
- F5On 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.
- F6This 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.
- F7This 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.