Form 4

FORM 4

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

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Bernon, Alan J.

2. Issuer Name and Ticker or Trading Symbol
Dean Foods Company (DF)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Director and Chief Operating Officer, Northeast Region

(Last)      (First)     (Middle)

Dean Northeast, LLC
124 Grove Street

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
April 30, 2003

(Street)

Franklin, MA 02038

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

04/30/03

 

J

 

67.567

A

37.0005(1)

557,965.237

D

 
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 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Incentive Stock Option (right to buy)

21.5625

 

 

 

 

 

 

01/22/02

01/22/11

Common Stock

9,272

 

9,272

D

 

Incentive Stock Option (right to buy)

30.5250

 

 

 

 

 

 

01/14/03

01/14/12

Common Stock

3,276

 

3,276

D

 

Non-Qualified Stock Option (right to buy)

18.7188

 

 

 

 

 

 

01/04/01

01/04/10

Common Stock

26,666

 

13,332

D

 

Non-Qualified Stock Option (right to buy)

21.5625

 

 

 

 

 

 

1/22/02

01/22/11

Common Stock

44,060

 

44,060

D

 

Non-Qualified Stock Option (right to buy)

30.5250

 

 

 

 

 

 

01/14/03

01/14/12

Common Stock

126,724

 

126,724

D

 

Incentive Stock Option

37.1900

01/06/03

 

A

V

2,688

 

01/06/04(2)

01/06/13

Common Stock

2,688

 

2,688

D

 

Non-Qualified Stock Option

37.1900

01/06/03

 

A

V

52,312

 

01/06/04(2)

01/06/13

Common Stock

52,312

 

52,312

D

 

Deferred Stock Units (right to receive)

0

01/07/03

 

A

V

22,000

 

01/07/04(3)

01/07/13

Common Stock

22,000

 

22,000

D

 

Explanation of Responses:

(1) Shares purchased through Issuer's Employee Stock Purchase Plan.
(2) The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.
(3) The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary of the date of grant, subject to certain accelerated vesting provisions.
  By: /s/ Alan J. Bernon
              
**Signature of Reporting Person		 May 2, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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