SEC Form 4 · accession 0001648581-18-000002

Blue Buffalo Pet Products, Inc. · BUFF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
• F2At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes.
• F3Reflects shares held directly by The Bishop Family Limited Partnership (the "Family LP"). The general partner of the Family LP is The William W. Bishop Children's Spray Trust (the "General Partner"). The General Partner disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. The Reporting Persons may be deemed to be directors by deputization by virtue of the Family LP's right to appoint a director to the board of directors of the Issuer.

Remarks

Name and Address of Reporting Person(s) and Relationship of Reporting Person(s) to Issuer: BISHOP FAMILY LIMITED PARTNERSHIP 321 Broadway, Saratoga Springs, NY 12866 Director and 10% Owner and WILLIAM W. BISHOP CHILDREN'S SPRAY TRUST c/o Stephen J. Saft, Withers Bergman LLP 660 Steamboat Road, Greenwich, CT 06830 Director and 10% Owner