SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WATERMAN KRISTY N.

(Last)

(First)

(Middle)

2711 N HASKELL AVENUE STE 3400

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2019

3. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [ DF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,457	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Awards⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	3,072	$0.00	D
Phantom Stock Awards⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	7,973	$0.00	D
Phantom Stock Awards⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,534	$0.00	D
Phantom Stock Awards⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	59,904	$0.00	D

Explanation of Responses:

1. Each 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 will receive the cash value of the unit.

2. This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 02/24/2018; the second tranche vested 02/24/2019; and the third tranche vests on 02/24/2020.

3. This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 03/01/2019; the second and third tranches vest on 03/01/2020 and 03/01/2021, respectively.

4. This award vests annually, on a pro rata basis, over a 3-year period. The first tranche vested 5/1/2019; the second and third tranches vest on 5/1/2020 and 5/1/2021, respectively.

5. This award was made on 03/06/2019. It vests annually, on a pro rata basis, over a 3-year period.

Remarks:

	Kay F. Stockler, as Attorney-in-Fact	10/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.