Duffin-Maxwell Kelly 4

4 · DEAN FOODS CO · Filed Feb 22, 2012

Form 4

Period: 2012-02-17

EVP, Research and Development

Transactions

Tax Payment
Common Stock
2012-02-18$12.07/sh−2,816$33,989→ 30,798 total
Award
Non-Qualified Stock Option (right to buy)
2012-02-17+49,325→ 49,325 total
Exercise: $12.07From: 2013-02-17Exp: 2022-02-17→ Common Stock (49,325 underlying)
Exercise/Conversion
Common Stock
2012-02-18+9,058→ 33,614 total
Award
Restricted Stock Units
2012-02-17+34,626→ 34,626 total
Exercise: $0.00From: 2013-02-17Exp: 2022-02-17→ Common Stock (34,626 underlying)
Exercise/Conversion
Restricted Stock Units (DU005623)
2012-02-18−9,058→ 18,116 total
Exercise: $0.00From: 2012-02-18Exp: 2021-02-18→ Common Stock (9,058 underlying)

Footnotes (3)

[F1]The reporting person received a total of 9,058 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units. A total of 2,816 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 6,242 net shares of Common Stock.
[F2]The shares of common stock subject to the option vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the award agreement.
[F3]The reporting person has received an award of restricted stock units, which is the right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date.

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