SEC Form 4 · accession 0001179110-16-020786

KEURIG GREEN MOUNTAIN, INC. · GMCR

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

Reporting owner

Kazanova Linda Longo

Officer — Chief HR Officer

Period of report

Mar 3, 2016

Accepted (ET)

Mar 3, 2016 · 10:39 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^F6,F2	Mar 3, 2016	D	5,308	$92.00	D	0	D

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	$54.12	Mar 3, 2016	D	2,264	D	—	Mar 22, 2022	Common Stock	2,264	D
Stock Option (Right to Buy)^F3	$51.56	Mar 3, 2016	D	1,801	D	—	Mar 7, 2023	Common Stock	1,801	D
Stock Option (Right to Buy)^F3	$71.30	Mar 3, 2016	D	5,596	D	—	Dec 6, 2023	Common Stock	5,596	D
Stock Option (Right to Buy)^F3	$52.98	Mar 3, 2016	D	7,907	D	—	Dec 1, 2025	Common Stock	7,907	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	324	D	—	—	Common Stock	324	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	1,184	D	—	—	Common Stock	1,184	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	875	D	—	—	Common Stock	875	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	627	D	—	—	Common Stock	627	D
Restricted Stock Units^F4	—	Mar 3, 2016	D	2,635	D	—	—	Common Stock	2,635	D
Performance Stock Units^F5	—	Mar 3, 2016	D	1,004	D	—	—	Common Stock	1,004	D
Performance Stock Units^F5	—	Mar 3, 2016	D	1,571	D	—	—	Common Stock	1,571	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.
F6Due to administrative error the Form 4 filed by the reporting person with the Securities and Exchange Commission on December 18, 2015 omitted to report the vesting of 167 restricted stock units which converted into shares of Common Stock on December 16, 2015 due to the reporting person's retirement-eligible status (and corresponding sale of 167 shares of Common Stock to satisfy the reporting person's tax obligation which was reported on the December 18, 2015 Form 4). As a result, the reporting person's direct beneficial ownership on the December 18, 2015 Form 4 should have been reported as 5,308 shares of Common Stock, instead of 5,141 shares of Common Stock.