SEC Form 4 · accession 0001209191-16-099571
DEAN FOODS CO · DF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kimberly Warmbier
Officer — EVP, Chief HR Officer
Period of report
Feb 13, 2016
Accepted (ET)
Feb 17, 2016 · 8:09 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 | 4,800 | $0.00 | A | 31,522 | D | |
| Common StockF1 | Feb 13, 2016 | F | 1,477 | $20.67 | D | 30,045 | D | |
| Common StockF2 | Feb 15, 2016 | M | 4,870 | $0.00 | A | 34,915 | D | |
| Common StockF2 | Feb 15, 2016 | F | 1,310 | $20.67 | D | 33,605 | D | |
| Common StockF3 | Feb 16, 2016 | M | 4,669 | $0.00 | A | 38,274 | D | |
| Common StockF3 | Feb 16, 2016 | F | 1,277 | $20.96 | D | 36,997 | 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 (DU005762)F4,F1,F5 | $0.00 | Feb 13, 2016 | M | 4,800 | D | Feb 13, 2015 | Feb 13, 2024 | Common Stock | 4,800 | 4,800 | D |
| Restricted Stock Units (DU705738)F4,F2,F5 | $0.00 | Feb 15, 2016 | M | 4,870 | D | Feb 15, 2014 | Feb 15, 2023 | Common Stock | 4,870 | 0 | D |
| Restricted Stock Units (DU005820)F4,F3,F5 | $0.00 | Feb 16, 2016 | M | 4,669 | D | Feb 16, 2016 | Feb 16, 2025 | Common Stock | 4,669 | 9,338 | D |
Explanation of responses
- F1The Reporting Person received a total of 4,800 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units (RSUs). A total of 1,477 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 3,323 net shares of Common Stock.
- F2The Reporting Person received a total of 4,870 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of RSUs. A total of 1,310 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 3,560 net shares of Common Stock.
- F3The Reporting Person received a total of 4,669 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of RSUs. A total of 1,277 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 3,392 net shares of Common Stock.
- F4The 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.
- F5This RSU award vests annually, on a pro rata basis, over a 3-year period beginning on the first anniversary of the grant date.