Ownership Submission
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 *
STEWART JULIA A
  2. Issuer Name and Ticker or Trading Symbol
DineEquity, Inc [DIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
450 N. BRAND BOULEVARD - FLR 7
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2008
(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               563 (1) I See Footnote
Common Stock               34,845 I Julia Stewart Trust
Common Stock 12/03/2008   M   3,661 (11) A $ 0 17,155 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Common Stock (2)               (2)   (2) Common Stock (2)   258,000 D  
Restricted Stock (3)               (3)   (3) Common Stock (3)   13,000 D  
Restricted Stock (4)               (4)   (4) Common Stock (4)   50,000 D  
Restricted Stock (5)               (5)   (5) Common Stock (5)   10,000 D  
Restricted Stock (6) 12/03/2008   M     6,750 (10) 12/03/2008   (6) Common Stock 6,750 (10) (6) 13,500 D  
Restricted Stock (7)               (7)   (7) Common Stock (7)   18,000 D  
Performance Shares (8)               (8)   (8) Common Stock (8)   7,500 D  
Performance Shares (9)               (9)   (9) Common Stock (9)   7,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEWART JULIA A
450 N. BRAND BOULEVARD - FLR 7
GLENDALE, CA 91203
  X     President and CEO  

Signatures

 Julia A. Stewart   12/05/2008
**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) Shares held in the DineEquity, Inc. 401(k) plan.
(2) Employee stock options granted pursuant to DineEquity, Inc. 2001 Stock Incentive Plan.
(3) Grant of 13,000 shares of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. These shares vest in full on March 1, 2009.
(4) Grant of 50,000 shares of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. These shares vest in installments as of March 1, 2009, 2010 and 2011.
(5) Grant of Restricted Stock pursuant to DineEquity, Inc.2001 Stock Incentive Plan. These shares vest in full on February 20, 2010.
(6) Grant of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. These shares vest after the closing date of the Applebee's acquisition in installments of 25% of shares after the 6 months, 25% of shares after the 12 months and 50% of shares after 24 months.
(7) Grant of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. These shares vest in full on February 26, 2011.
(8) Performance shares awarded under the DineEquity, Inc. 2001 Stock Incentive Plan. The award vests on January 1, 2009, for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. Performance shares are payable one-half in cash and one-half in shares of the Issuer's Common Stock. The amount set forth in Column 5 represents the one-half portion of the award payable in shares of the Issuer's common stock as if a target level of 100% were achieved. The ultimate payout of shares will be based on the actual target level achieved and can range from 0 to 150% of this amount.
(9) Performance shares awarded under the DineEquity, Inc. 2001 Stock Incentive Plan. The award vests on January 1, 2010, for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. Performance shares are payable one-half in cash and one-half in shares of the Issuer's Common Stock. The amount set forth in Column 5 represents the one-half portion of the award payable in shares of the Issuer's common stock as if a target level of 100% were achieved. The ultimate payout of shares will be based on the actual target level achieved and can range from 0 to 150% of this amount.
(10) Represents shares released by Reporting Owner upon the lapsing of 25% of the Restricted Stock awarded to Reporting Owner on August 27, 2007.
(11) Represents shares received by Reporting Owner upon the lapsing of 25% of the Restricted Stock awarded to Reporting Owner on August 27, 2007 less 3,089 shares returned to Issuer to cover tax withholding

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