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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $ 3.02 | 11/02/2012 | M | 125,870 | (2) | 02/23/2020 | Common Stock | 125,870 | $ 0 | 1,678,055 | D | ||||
| Option to Purchase Common Stock | $ 3.02 | (3) | 02/23/2020 | Common Stock | 0 | 328,372 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TRAVIS NIGEL C/O DUNKIN' BRANDS GROUP, INC. 130 ROYALL STREET CANTON, MA 02021 |
X | CEO & President | ||
| /s/ Richard Emmett, as attorney-in-fact for Nigel Travis | 11/06/2012 | |
| **Signature of Reporting Person | Date |
| * | 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.40 to $31.90, inclusive. The reporting person undertakes to provide Dunkin' Brands Group, Inc., any security holder of Dunkin' Brands Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. |
| (2) | On 2/23/2010, the reporting person was granted an option to purchase 1,915,499 shares of common stock. The option vests based upon time (five equal annual installments that began on 2/23/2010) and performance (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P. (collectively, the "Sponsors") criteria. |
| (3) | On 2/23/2010, the reporting person was granted an option to purchase 820,928 shares of common stock. The option vests in five equal annual installments that began on 2/23/2010. |
| Remarks: The following information is provided to clarify the reporting person's holdings of options under his Tranche 4 Grant and Tranche 5 Grant (each as defined below) following the exercises to date of such awards: As previously reported, on 02/23/2010 the reporting person was granted two classes of options to purchase common stock. The option to purchase 820,928 shares of common stock (the "Tranche 4 Grant") vests based upon time criteria (five equal annual installments that began on 02/23/2010). The option to purchase 1,915,499 shares of common stock (the "Tranche 5 Grant") vests based upon time (five equal annual installments that began on 02/23/2010) and performance (investment returns to the Sponsors) criteria. The reporting person's holdings of the Tranche 4 Grant are reported in the second row of Column 9 of Table II of this Form 4. The option exercise previously reported in the reporting person's Form 4 filed on November 2, 2012 was an exercise of 20,000 shares of common stock under the Tranche 5 Grant (rather than an exercise of 20,000 shares of common stock under the Tranche 4 Grant as was reported in such Form 4). Column 9 of Table II of this Form 4 accurately reflects the reporting persons holdings of the Tranche 4 grant and the Tranche 5 grant as of this date. | |