Kazanova Linda Longo Form 4 KEURIG GREEN MOUNTAIN / KAZANOVA LINDA LONGO 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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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^*

LONGO KAZANOVA LINDA

(Last)

(First)

(Middle)

33 COFFEE LANE

(Street)

WATERBURY

05676

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KEURIG GREEN MOUNTAIN, INC. [ GMCR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2016		D⁽¹⁾		5,308⁽⁶⁾	D	$92⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$54.12	03/03/2016		D⁽¹⁾			2,264	⁽³⁾	03/22/2022⁽³⁾	Common Stock	2,264	⁽³⁾	0	D
Stock Option (Right to Buy)	$51.56	03/03/2016		D⁽¹⁾			1,801	⁽³⁾	03/07/2023⁽³⁾	Common Stock	1,801	⁽³⁾	0	D
Stock Option (Right to Buy)	$71.3	03/03/2016		D⁽¹⁾			5,596	⁽³⁾	12/06/2023⁽³⁾	Common Stock	5,596	⁽³⁾	0	D
Stock Option (Right to Buy)	$52.98	03/03/2016		D⁽¹⁾			7,907	⁽³⁾	12/01/2025⁽³⁾	Common Stock	7,907	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			324	⁽⁴⁾	⁽⁴⁾	Common Stock	324	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			1,184	⁽⁴⁾	⁽⁴⁾	Common Stock	1,184	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			875	⁽⁴⁾	⁽⁴⁾	Common Stock	875	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			627	⁽⁴⁾	⁽⁴⁾	Common Stock	627	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			2,635	⁽⁴⁾	⁽⁴⁾	Common Stock	2,635	⁽⁴⁾	0	D
Performance Stock Units	⁽⁵⁾	03/03/2016		D⁽¹⁾			1,004	⁽⁵⁾	⁽⁵⁾	Common Stock	1,004	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	03/03/2016		D⁽¹⁾			1,571	⁽⁵⁾	⁽⁵⁾	Common Stock	1,571	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed 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").

2. Disposed of pursuant to the Merger Agreement in exchange for $92.00 for each share of the Issuer's common stock held by Reporting Person.

3. Pursuant 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.

4. Pursuant 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.

5. Represents 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.

6. Due 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.

	/s/ Jessica H. Collins, pursuant to a Power of Attorney	03/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Kazanova Linda Longo Form 4KEURIG GREEN MOUNTAIN / KAZANOVA LINDA LONGO ownership change