Hoffmann David L Form 4 DUNKIN' BRANDS / DAVID L HOFFMANN 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^*

HOFFMANN DAVID L

(Last) (First) (Middle)

C/O DUNKIN' BRANDS GROUP, INC.

130 ROYALL STREET

(Street)

CANTON MA 02021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC. [ DNKN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020

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	12/15/2020		D(1)		30,923	D	$106.5	0	D
Restricted Stock Units	12/15/2020		D(1)		7,347	D	$106.5	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
Option to Purchase Common Stock	$54.95	12/15/2020		D(1)			143,737	(2)	02/16/2024	Common Stock	143,737	$51.55(3)	0	D
Option to Purchase Common Stock	$59.6	12/15/2020		D(1)			130,354	(2)	02/13/2025	Common Stock	130,354	$46.9(3)	0	D
Option to Purchase Common Stock	$72.38	12/15/2020		D(1)			180,678	(2)	03/04/2026	Common Stock	180,678	$34.12(3)	0	D
Option to Purchase Common Stock	$75.8	12/15/2020		D(1)			198,381	(2)	02/11/2027	Common Stock	198,381	$30.7(3)	0	D

Explanation of Responses:

1. Disposed of as a result of the merger (the "Merger") pursuant to the previously announced Agreement and Plan of Merger, dated October 30, 2020, by and among Dunkin' Brands Group, Inc., Inspire Brands, Inc. and Vale Merger Sub, Inc. The disposition is exempt under Rule 16b-3.

2. Fully vested.

3. Represents the difference between the consideration to be paid in connection with the Merger and the strike price of the option.

Remarks:

	/s/ Ryan Schaffer, as Attorney-in-Fact for David Hoffmann	12/17/2020
	** 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).
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