Michael J. Degnan Form 4 KEURIG GREEN MOUNTAIN / MICHAEL J. DEGNAN 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DEGNAN MICHAEL J.

(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)
Corporate General Counsel

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⁾		3,295	D	$92⁽²⁾	0	D
Common Stock	03/03/2016		D⁽¹⁾		112	D	$92⁽⁶⁾	0	I	By 401(k) Plan

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)	$9.14	03/03/2016		D⁽¹⁾			5,625	⁽³⁾	03/12/2019⁽³⁾	Common Stock	5,625	⁽³⁾	0	D
Stock Option (Right to Buy)	$30.79	03/03/2016		D⁽¹⁾			7,200	⁽³⁾	03/11/2020⁽³⁾	Common Stock	7,200	⁽³⁾	0	D
Stock Option (Right to Buy)	$61.71	03/03/2016		D⁽¹⁾			3,800	⁽³⁾	03/10/2021⁽³⁾	Common Stock	3,800	⁽³⁾	0	D
Stock Option (Right to Buy)	$54.12	03/03/2016		D⁽¹⁾			3,083	⁽³⁾	03/22/2022⁽³⁾	Common Stock	3,083	⁽³⁾	0	D
Stock Option (Right to Buy)	$51.56	03/03/2016		D⁽¹⁾			3,548	⁽³⁾	03/07/2023⁽³⁾	Common Stock	3,548	⁽³⁾	0	D
Stock Option (Right to Buy)	$57.47	03/03/2016		D⁽¹⁾			2,789	⁽³⁾	04/01/2023⁽³⁾	Common Stock	2,789	⁽³⁾	0	D
Stock Option (Right to Buy)	$71.3	03/03/2016		D⁽¹⁾			5,259	⁽³⁾	12/06/2023⁽³⁾	Common Stock	5,259	⁽³⁾	0	D
Stock Option (Right to Buy)	$52.98	03/03/2016		D⁽¹⁾			11,466	⁽³⁾	12/01/2025⁽³⁾	Common Stock	11,466	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			115	⁽⁴⁾	⁽⁴⁾	Common Stock	115	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			877	⁽⁴⁾	⁽⁴⁾	Common Stock	877	⁽⁴⁾	0	D
Restricted Stock Unites	⁽⁴⁾	03/03/2016		D⁽¹⁾			943	⁽⁴⁾	⁽⁴⁾	Common Stock	943	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			11,177	⁽⁴⁾	⁽⁴⁾	Common Stock	11,177	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			796	⁽⁴⁾	⁽⁴⁾	Common Stock	796	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/03/2016		D⁽¹⁾			3,822	⁽⁴⁾	⁽⁴⁾	Common Stock	3,822	⁽⁴⁾	0	D
Performance Stock Units	⁽⁵⁾	03/03/2016		D⁽¹⁾			2,278	⁽⁵⁾	⁽⁵⁾	Common Stock	2,278	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	03/03/2016		D⁽¹⁾			1,194	⁽⁵⁾	⁽⁵⁾	Common Stock	1,194	⁽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. Pursuant to the terms of the Merger Agreement each share of Issuer's common stock held in the reporting person's Keurig Green Mountain, Inc. 401(k) and Profit Sharing Plan account will be exchanged for $92.00 per share.

	/s/ Jessica H. Collins, pursuant to 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Michael J. Degnan Form 4KEURIG GREEN MOUNTAIN / MICHAEL J. DEGNAN ownership change