SEC Form 4 · accession 0001209191-17-015491
DEAN FOODS CO · DF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph P Scozzafava
Officer — Chief Executive Officer
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 7:18 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 | 14,856 | $0.00 | A | 46,850 | D | |
| Common StockF2 | Feb 26, 2017 | M | 16,416 | $0.00 | A | 63,266 | D | |
| Common StockF2 | Feb 26, 2017 | F | 4,461 | $18.45 | D | 58,805 | 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 UnitsF3,F4,F5 | $0.00 | Feb 24, 2017 | A | 94,851 | A | — | — | Common Stock | 94,851 | 94,851 | D |
| Restricted Stock Units (DU005856)F4,F6,F2 | $0.00 | Feb 26, 2017 | M | 16,416 | D | — | — | Common Stock | 16,416 | 32,832 | 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 16,416 shares of Common Stock of the Issuer pursuant to the vesting of restricted stock units (RSUs). A total of 4,461 shares were surrendered to satisfy tax obligations of the Reporting Person, resulting in the issuance of a total of 11,955 net shares of Common Stock.
- F3The 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.
- F4RSUs convert into common stock on a one-for-one basis.
- F5This RSU award vests annually, on a pro rata basis, over a 3-year period.
- F6These RSUs were awarded on 2/26/2016. The award vests annually, on a pro rata basis, over a 3-year period.