SEC Form 4 · accession 0001209191-16-099541
DEAN FOODS CO · DF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S. Craig McCutcheon
Officer — SVP, Logistics
Period of report
Feb 13, 2016
Accepted (ET)
Feb 17, 2016 · 7:54 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 | Feb 13, 2016 | M | 2,088 | $0.00 | A | 2,877 | D | |
| Common Stock | Feb 13, 2016 | D | 2,088 | $20.67 | D | 789 | D | |
| Common StockF1 | Feb 15, 2016 | M | 2,435 | $0.00 | A | 3,224 | D | |
| Common Stock | Feb 15, 2016 | D | 2,435 | $20.67 | D | 789 | D | |
| Common StockF2 | Feb 16, 2016 | M | 3,335 | $0.00 | A | 4,124 | D | |
| Common StockF2 | Feb 16, 2016 | F | 883 | $20.96 | D | 3,241 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock Award (DP001528)F1,F3 | $0.00 | Feb 13, 2016 | M | 2,088 | D | Feb 13, 2015 | Feb 13, 2024 | Common Stock | 2,088 | 2,088 | D |
| Phantom Stock Award (DP701206)F1,F3 | $0.00 | Feb 15, 2016 | M | 2,435 | D | Feb 15, 2014 | Feb 15, 2023 | Common Stock | 2,435 | 0 | D |
| Restricted Stock Units (DU005827)F4,F2,F3 | $0.00 | Feb 16, 2016 | M | 3,335 | D | Feb 16, 2016 | Feb 16, 2025 | Common Stock | 3,335 | 6,670 | D |
Explanation of responses
- F1Each 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 received the cash value of the unit.
- F2The Reporting Person received a total of 3,335 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units (RSUs). A total of 883 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 2,452 net shares of Common Stock.
- F3This award vests annually, on a pro rata basis, over a 3-year period beginning on the first anniversary of the grant date.
- F4The Reporting Person previously 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.