Amended Statement of Beneficial Ownership (sc 13d/a)
March 03 2015 - 4:15PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
|
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
(Final Amendment)
Keurig Green Mountain, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
49271M 100
(CUSIP Number)
Luigi Lavazza S.p.A.
Corso Novara, 59
10154 Torino, Italy
Fax: +39-011-239-8635
Attention: Simona Musso, General Counsel
With a copy to:
William A. Groll, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 3, 2015
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1 |
NAMES OF REPORTING PERSONS
Luigi Lavazza S.p.A.
|
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 (See Item 5.) |
8 |
SHARED VOTING POWER
4,702,265 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
4,702,265 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,702,265 (See Item 5.) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0 % (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
CO |
|
|
|
|
1 |
NAMES OF REPORTING PERSONS
Alberto
Lavazza S.a.p.A.
|
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 (See Item 5.) |
8 |
SHARED VOTING POWER
4,702,265 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
4,702,265 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,702,265 (See Item 5.) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
1 |
NAMES OF REPORTING PERSONS
Emilio
Lavazza S.a.p.A.
|
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 (See Item 5.) |
8 |
SHARED VOTING POWER
4,702,265 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
4,702,265 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,702,265 (See Item 5.) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
Preamble
This Amendment No.
6 (this “Amendment”) amends and supplements the Schedule 13D filed by Luigi Lavazza S.p.A. (“Lavazza”),
Alberto Lavazza S.a.p.A. and Emilio Lavazza S.a.p.A. (collectively, the “Reporting Persons”) with the Securities
and Exchange Commission on September 10, 2012, as previously amended (the “Schedule 13D”), relating to shares
of common stock, $0.10 par value per share (“Common Stock”), of Keurig Green Mountain, Inc. (formerly known
as Green Mountain Coffee Roasters, Inc., the “Issuer”). Capitalized terms used herein but not defined herein
have the meanings ascribed to them in the Schedule 13D. As described herein, the Reporting Persons no longer have beneficial ownership
of in excess of 5% of the Common Stock and, accordingly, this Amendment constitutes the final amendment to the Schedule 13D.
Items 4-5 of the
Schedule 13D are hereby amended and supplemented to add the following:
Item 4. Purpose of Transaction
On March 3, 2015, Lavazza completed the
previously disclosed sale, pursuant to the Repurchase Agreement, of 5,231,991 shares of Common Stock for a cash purchase price
of $119.18 per share, for an aggregate purchase price of $623,569,092.14. As a result of this sale, Lavazza currently owns approximately
3.0% of the outstanding Common Stock (after giving effect to the sale and the reduction of the shares so repurchased from those
understood to be outstanding as described in Item 5 below).
Item 5. Interest in Securities
of the Issuer
| (a-c) | On March 3, 2015, Lavazza sold 5,231,991 shares of Common Stock to the Issuer for an aggregate price of $623,569,092.14 in
a direct sale. As a result of such sale, as of the date hereof, Lavazza directly holds, and has beneficial ownership of, 4,702,265
shares of Common Stock. As a result of their collective control of Lavazza, the Lavazza Shareholders may be deemed to share
beneficial ownership of the shares held by Lavazza. The 4,702,265 shares
of Common Stock so beneficially owned represent approximately 3.0% of the currently outstanding Common Stock (based on the 161,675,100
shares of Common Stock reported by the Issuer to be outstanding as of January 29, 2015 in its Form 10-Q filed on February 4, 2015,
after giving effect to the sale described herein and the resulting reduction from the total shares outstanding). Subject to the
limitations on voting and disposition described in the Schedule 13D, Lavazza and the Lavazza Shareholders may be deemed to share
the power to vote and to dispose the shares of Common Stock reported herein. |
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 3, 2015
LUIGI LAVAZZA
S.p.A.
By: /s/ Antonio Baravalle
Title: Chief Executive Officer
ALBERTO LAVAZZA
S.A.P.A.
By: /s/ Alberto Lavazza
Title: Personally Responsible Partner
EMILIO LAVAZZA
S.A.P.A.
By: /s/ Giuseppe Lavazza
Title: Personally Responsible Partner
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