SEC Form 4 · accession 0001179110-16-020782

KEURIG GREEN MOUNTAIN, INC. · GMCR

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

Reporting owner

Michael J. Degnan

Officer — Corporate General Counsel

Period of report

Mar 3, 2016

Accepted (ET)

Mar 3, 2016 · 10:36 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000909954

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Mar 3, 2016	D	3,295	$92.00	D	0	D
Common Stock^F6	Mar 3, 2016	D	112	$92.00	D	0	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$9.14	Mar 3, 2016	D	5,625	D	—	Mar 12, 2019	Common Stock	5,625	D
Stock Option (Right to Buy)^F3	$30.79	Mar 3, 2016	D	7,200	D	—	Mar 11, 2020	Common Stock	7,200	D
Stock Option (Right to Buy)^F3	$61.71	Mar 3, 2016	D	3,800	D	—	Mar 10, 2021	Common Stock	3,800	D
Stock Option (Right to Buy)^F3	$54.12	Mar 3, 2016	D	3,083	D	—	Mar 22, 2022	Common Stock	3,083	D
Stock Option (Right to Buy)^F3	$51.56	Mar 3, 2016	D	3,548	D	—	Mar 7, 2023	Common Stock	3,548	D
Stock Option (Right to Buy)^F3	$57.47	Mar 3, 2016	D	2,789	D	—	Apr 1, 2023	Common Stock	2,789	D
Stock Option (Right to Buy)^F3	$71.30	Mar 3, 2016	D	5,259	D	—	Dec 6, 2023	Common Stock	5,259	D
Stock Option (Right to Buy)^F3	$52.98	Mar 3, 2016	D	11,466	D	—	Dec 1, 2025	Common Stock	11,466	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	115	D	—	—	Common Stock	115	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	877	D	—	—	Common Stock	877	D
Restricted Stock Unites^F4	—	Mar 3, 2016	D	943	D	—	—	Common Stock	943	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	11,177	D	—	—	Common Stock	11,177	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	796	D	—	—	Common Stock	796	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	3,822	D	—	—	Common Stock	3,822	D
Performance Stock Units^F5	—	Mar 3, 2016	D	2,278	D	—	—	Common Stock	2,278	D
Performance Stock Units^F5	—	Mar 3, 2016	D	1,194	D	—	—	Common Stock	1,194	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 6, 2015, by and among the Issuer, Acorn Holdings B.V., Maple Holdings Acquisition Corp. and, solely for purposes of Article IX therein, JAB Holdings B.V.(the "Merger Agreement").
F2Disposed of pursuant to the Merger Agreement in exchange for $92.00 for each share of the Issuer's common stock held by Reporting Person.
F3Pursuant to the Merger Agreement, this option was cancelled as of March 3, 2016 in exchange for a cash payment equal to the product of (i) the number of shares of the Issuer's common stock subject to the option multiplied by (ii) the excess of $92.00 over the per share exercise price of the option.
F4Pursuant to the Merger Agreement, as of the effective date of the Merger, each restricted stock unit, whether vested or unvested, was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such restricted stock unit multiplied by (ii) $92.00 per share.
F5Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the effective date of the Merger, each performance stock unit was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $92.00 per share.
F6Pursuant to the terms of the Merger Agreement each share of Issuer's common stock held in the reporting person's Keurig Green Mountain, Inc. 401(k) and Profit Sharing Plan account will be exchanged for $92.00 per share.