Blue Buffalo Pet Products (BUFF) Form 4 Change in insider ownership

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^*

Bishop Family Limited Partnership

(Last) (First) (Middle)

321 BROADWAY

(Street)

SARATOGA SPRINGS NY 12866

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Buffalo Pet Products, Inc. [ BUFF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2016

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

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

	Form filed by One Reporting Person
X	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	07/05/2016		S		2,085,452	D	$21.285(1)	13,885,790	D(2)

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

1. Name and Address of Reporting Person^*

Bishop Family Limited Partnership

(Last) (First) (Middle)

321 BROADWAY

(Street)

SARATOGA SPRINGS NY 12866

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

William W. Bishop Children's Spray Trust

(Last) (First) (Middle)

C/O STEPHEN J. SAFT, WITHERS BERGMAN LLP

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents the $22.00 public offering price per share of common stock of the Issuer, less the underwriting discount of $0.715 per share.

2. Reflects shares held directly by The Bishop Family Limited Partnership (the "Family LP"). The general partner of Family LP is The William W. Bishop Children's Spray Trust (the "General Partner"). The General Partner disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. The Reporting Persons may be deemed to be directors by deputization by virtue of the Family LP's right to appoint a director to the board of directors of the Issuer.

Remarks:

	THE BISHOP FAMILY LIMITED PARTNERSHIP, By: The William W. Bishop Children's Spray Trust, as general partner, By: /s/ Stephen J. Saft, Name: Stephen J. Saft, Title: Trustee	07/07/2016
	THE WILLIAM W. BISHOP CHILDREN'S SPRAY TRUST, By: /s/ Stephen J. Saft, Name: Stephen J. Saft, Title: Trustee	07/07/2016
	** 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).
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