James H Morgan Form 4 KRISPY KREME DOUGHNUTS / JAMES H MORGAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORGAN JAMES H

(Last) (First) (Middle)

370 KNOLLWOOD STREET

SUITE 500

(Street)

WINSTON-SALEM NC 27103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KRISPY KREME DOUGHNUTS INC [ KKD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/26/2016		G		10,000	D	$0.00	41,931	D
Common Stock	07/27/2016		G		5,000	D	$0.00	36,931	D
Common Stock	07/27/2016		D		36,931(1)	D	$21	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(2)	07/27/2016		D			8,285	(2)	(2)	Common Stock	8,285	(2)	0	D
Employee Stock Option (right to buy)	(3)	07/27/2016		D			941,102	(3)	(3)	Common Stock	941,102	(3)	0	D

Explanation of Responses:

1. 36,931 shares disposed pursuant to the Agreement and Plan of Merger, dated as of May 8, 2016, by and among the Issuer, Cotton Parent, Inc., Cotton Merger Sub Inc. and JAB Holdings B.V. (the "Merger Agreement"), in exchange for $21.00 for each share of the Issuer's common stock held by the Reporting Person.

2. 8,285 deferred restricted stock units disposed pursuant to the Merger Agreement, in which, at the effective time of the Merger (as defined in the Merger Agreement), each vested and unvested restricted stock unit was cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of the Issuer's common stock subject to each share unit and (y) $21.00.

3. 941,102 stock options disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, each outstanding stock option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (x) the merger consideration of $21.00 per share over (y) the exercise price per share of such option, and (ii) the number of shares underlying such option. The options were issued at varying exercise prices, exercisable dates and expiration dates.

Remarks:

	Kimberly Kennedy, Attorney-in-Fact	07/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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