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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 | 08/15/2012 | A | 60,509 | (1)(2) | 02/23/2020 | Common Stock | 60,509 | $ 0 | 116,745 | D | ||||
| Option to purchase Common Stock | $ 7.31 | 08/15/2012 | A | 12,102 | (3) | 03/09/2021 | Common Stock | 12,102 | $ 0 | 30,647 | 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 | 08/16/2012 | |
| **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) | 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 on 08/15/2012, the performance criteria was met with respect to 60,509 shares of common stock subject to this option award, resulting in vesting of the option as to 24,204 shares and an additional 36,305 shares that are eligible to vest in three equal annual installments beginning on 02/23/2013. In total, following this event, the performance criteria has been met with respect to all of the shares of common stock subject to this option award (a portion of which has been exercised prior to the date hereof), with 24,800 of such shares still subject to issuance upon exercise having vested and become exercisable and the remaining 91,945 of such shares eligible to vest in three equal annual installments beginning on 02/23/2013. |
| (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 on 08/15/2012, the performance criteria was met with respect to 12,102 shares of common stock subject to this option award resulting in vesting of the option award as to 2,420 shares and an additional 9,682 shares that are eligible to vest in four equal annual installments beginning on 03/09/2013. In total, following this event, the performance criteria has been met with respect to all of the shares of common stock subject to this option award, with 6,127 of such shares vested and the remaining 24,520 of such shares eligible to vest in four equal annual installments beginning on 03/09/2013. |
| 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 65,674 shares of common stock (the "Tranche 4 Grant") vests based upon time criteria (five equal annual installments that began on 02/23/2011). The option to purchase 153,239 shares of common stock (the "Tranche 5 Grant") vests based upon time (five equal annual installments that began on 02/23/2011) and performance (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P.) criteria. The reporting person's holdings of the Tranche 5 Grant are reported in the first row of Column 9 of Table II of this Form 4 and reflect, in the aggregate, exercises of options to purchase 36,494 shares to date. The option exercise previously reported in the reporting person's Form 4 filed on February 29, 2012 was an exercise of 22,506 shares of common stock under the Tranche 4 Grant and an exercise of 17,494 shares of common stock under the Tranche 5 Grant (rather than an exercise of 40,000 shares of common stock under the Tranche 5 Grant as was reported in such Form 4). The Form 4 filed by the reporting person on May 11, 2012 correctly reported that the reporting person beneficially owns an option to purchase 42,168 shares of common stock under the Tranche 4 Grant, which share amount reflects the exercise of the Tranche 4 Grant described above. | |