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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 | 12/09/2011 | A | 3,126 | (1)(2) | 02/23/2020 | Common Stock | 3,126 | $ 0 | 130,663 | D | ||||
Option to purchase Common Stock | $ 7.31 | 12/09/2011 | A | 625 | (3) | 03/09/2021 | Common Stock | 625 | $ 0 | 131,288 | D | ||||
Option to purchase Common Stock | $ 25.18 | 12/12/2011 | A | 100,000 | (4) | 12/12/2021 | Common Stock | 100,000 | $ 0 | 231,288 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COSTELLO JOHN H C/O DUNKIN' BRANDS GROUP, INC. 130 ROYALL STREET CANTON, MA 02021 |
Chf.Glob.Mkt.& Innovation Off. |
/s/ Richard Emmett, as attorney-in-fact for John H. Costello | 12/13/2011 | |
**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) | On 02/23/2010, the reporting person was granted an option to purchase 153,239 shares of Common Stock. The option vests based upon time (five equal annual installments that began on 2/23/2011) 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. |
(2) | As a result of the sale of shares by the Sponsors, the performance criteria was met with respect to 3,126 shares of common stock subject to this option award, resulting in vesting of the option as to 625 shares and an additional 2,501 shares that are eligible to vest in four equal annual installments beginning on 02/23/2012. In total, following this event, the performance criteria has been met with respect to an aggregate of 43,734 shares of common stock subject to this option award, with 8,747 of such shares vested and the remaining 34,987 of such shares eligible to vest in four equal annual installments beginning on 02/23/2012. |
(3) | On 03/09/2011, the reporting person was granted an option to purchase 30,647 shares of Common Stock. The option vests based upon time (five equal annual installments that begin on 03/09/2012) and performance (investment returns to investment funds affiliated with the Sponsors) criteria. As a result of the sale of shares by the Sponsors, the performance criteria was met with respect to 625 shares of common stock subject to this option award. In total, following this event, the performance criteria has been met with respect to an aggregate of 8,746 shares of common stock subject to this option award, which are eligible to vest in five equal annual installments beginning on 03/09/2012. |
(4) | The option vests in five equal annual installments beginning on 12/12/2012. |