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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * CELIO RICHARD C   2. Issuer Name and Ticker or Trading Symbol DineEquity, Inc [DIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Restaurant Support Offic (Last) (First) (Middle) 450 N. BRAND BOULEVARD - FLR 7 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2009 (Street) GLENDALE, CA 91203 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 11/30/2009   M   3,750 (1) A $ 0 (1) 25,391 (2) D   Common Stock 11/30/2009   F   1,341 (3) D $ 21.63 24,050 D   Common Stock               3,285 (4) I See Footnote (4)

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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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

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

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

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

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

8. Price of Derivative Security (Instr. 5)

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

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock

(1)

11/30/2009

M

3,750 (1)

(1)

(1)

Common Stock

3,750

(1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CELIO RICHARD C 450 N. BRAND BOULEVARD - FLR 7 GLENDALE, CA 91203			Chief Restaurant Support Offic

Signatures

Richard C. Celio		12/07/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On August 27, 2007, the reporting person was granted 7,500 shares of restricted stock pursuant to the DineEquity 2001 Stock Incentive Plan (formerly known as the IHOP Corp. 2001 Stock Incentive Plan). The grant agreement provided that the shares would vest according to the following schedule after the closing date of the Applebee's acquisition: (i) 25% 6 months following the closing date; (ii) 25% 12 months following the closing date; and (iii) the remaining 50% 24 months following the closing date. On November 30, 2009, the restrictions lapsed with respect to these shares.
(2)	The number of shares reported as directly owned by the reporting person immediately following this transaction has been adjusted to reflect the number of shares of common stock and restricted stock owned directly by the reporting person. In prior Form 4s, the reporting person inadvertently reported its restricted stock share ownership amounts in Table 2 as derivative securities. In all future Form 4 filings, the reporting person will account for, and report, grants of restricted stock in Table 1.
(3)	These shares were withheld by the Issuer to satisfy the tax withholding obligation of the reporting person with respect to the vesting on November 30, 2009 of 3,750 shares of restricted stock held by the reporting person.
(4)	These shares are held in the DineEquity, Inc. 401(k) plan.

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