Diamond Foods (DMND) Form 4 Diamond Foods / Lloyd J Johnson 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^*

Johnson Lloyd J

(Last) (First) (Middle)

C/O DIAMOND FOODS, INC.

600 MONTGOMERY STREET, 13TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diamond Foods Inc [ DMND ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Sales Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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	02/29/2016		D		70,238(1)	D	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$28.03	02/29/2016		D(3)			33,000	(4)	09/29/2018	Common Stock	33,000	$0	0	D
Employee Stock Option (Right to Buy)	$40.56	02/29/2016		D(3)			35,259	(4)	10/06/2020	Common Stock	35,259	$0	0	D
Employee Stock Option (Right to Buy)	$91.13	02/29/2016		D(3)			22,583	(4)	09/21/2021	Common Stock	22,583	$0	0	D
Employee Stock Option (Right to Buy)	$14.67	02/29/2016		D(3)			49,820	(4)	12/18/2022	Common Stock	49,820	$0	0	D
Employee Stock Option (Right to Buy)	$20.89	02/29/2016		D(3)			17,960	(4)	10/01/2023	Common Stock	17,960	$0	0	D
Restricted Stock Units	(5)	02/29/2016		D(6)			17,334	(7)	(7)	Common Stock	17,334	$0	0	D
Performance Based Restricted Stock Units	(5)	02/29/2016		D(6)			14,276	(8)	(8)	Common Stock	14,276	$0	0	D
Performance Based Restricted Stock Units	(5)	02/29/2016		D(9)			15,635	(7)	(7)	Common Stock	15,635	$0	0	D

Explanation of Responses:

1. Represents 46,281 fully vested shares of the Issuer's Common Stock and 23,957 restricted shares of the Issuer's Common Stock that accelerated so that they were fully vested as of the Closing (as defined below).

2. On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.

3. Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent.

4. This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition.

5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock.

6. Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer.

7. These Restricted Stock Units were accelerated in full in connection with the Acquisition.

8. Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing, and any time-based vesting to which these performance based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition.

9. Upon the Closing, each of these Restricted Stock Units was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.

Remarks:

	/s/ Lloyd J. Johnson by Leda M. Mouallem, Attorney-in-Fact	03/02/2016
	** Signature of Reporting Person	Date
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