Statement of Changes in Beneficial Ownership (4)
December 17 2020 - 4:04PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HOFFMANN DAVID L |
2. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC.
[
DNKN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O DUNKIN' BRANDS GROUP, INC., 130 ROYALL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2020 |
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(Street)
CANTON, MA 02021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/15/2020 | | D(1) | | 30923 | D | $106.50 | 0 | D | |
| Restricted Stock Units | 12/15/2020 | | D(1) | | 7347 | D | $106.50 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Option to Purchase Common Stock | $54.95 | 12/15/2020 | | D (1) | | | 143737 | (2) | 2/16/2024 | Common Stock | 143737 | $51.55 (3) | 0 | D | |
| Option to Purchase Common Stock | $59.60 | 12/15/2020 | | D (1) | | | 130354 | (2) | 2/13/2025 | Common Stock | 130354 | $46.90 (3) | 0 | D | |
| Option to Purchase Common Stock | $72.38 | 12/15/2020 | | D (1) | | | 180678 | (2) | 3/4/2026 | Common Stock | 180678 | $34.12 (3) | 0 | D | |
| Option to Purchase Common Stock | $75.80 | 12/15/2020 | | D (1) | | | 198381 | (2) | 2/11/2027 | Common Stock | 198381 | $30.70 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of as a result of the merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated October 30, 2020, by and among Dunkin' Brands Group, Inc., Inspire Brands, Inc. and Vale Merger Sub, Inc. The disposition is exempt under Rule 16b-3. |
| (2) | Fully vested. |
| (3) | Represents the difference between the consideration to be paid in connection with the Merger and the strike price of the option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HOFFMANN DAVID L
C/O DUNKIN' BRANDS GROUP, INC.
130 ROYALL STREET
CANTON, MA 02021 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Ryan Schaffer, as Attorney-in-Fact for David Hoffmann | | 12/17/2020 |
| **Signature of Reporting Person | Date |
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