SEC Form 4 · accession 0001209191-17-015483
DEAN FOODS CO · DF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Murphy
Officer — SVP, Chief Information Officer
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 7:12 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 24, 2017 | A | 1,485 | $0.00 | A | 25,798 | D | |
| Common StockF2 | Feb 26, 2017 | M | 4,924 | $0.00 | A | 30,722 | D | |
| Common StockF2 | Feb 26, 2017 | F | 1,319 | $18.45 | D | 29,403 | 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 (DU005859)F3,F4,F2 | $0.00 | Feb 26, 2017 | M | 4,924 | D | — | — | Common Stock | 4,924 | 9,850 | D |
Explanation of responses
- F1These Performance Stock Units (PSUs) were awarded in February 2016 and earned upon certification by the Issuer's Compensation Committee of the achievement of performance targets on 2/24/2017. These PSUs will vest on 12/31/2018, subject to the continued employment of the Reporting Person with the Issuer through that date.
- F2The Reporting Person received a total of 4,924 shares of Common Stock of the Issuer pursuant to the vesting of restricted stock units (RSUs). A total of 1,319 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 3,605 net shares of Common Stock.
- F3RSUs convert into common stock on a one-for-one basis.
- F4These RSUs were awarded on 2/26/2016. The award vests annually, on a pro rata basis, over a 3-year period.