Edgar Filing: KEURIG GREEN MOUNTAIN, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DEGNAN MICHAEL J.

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

(Last)

(First)

(Middle)

33 COFFEE LANE

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

(Street)

WATERBURY, VT 05676

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 9.14

03/03/2016

D⁽¹⁾

5,625

⁽³⁾

03/12/2019⁽³⁾

Common Stock

5,625

⁽³⁾

Stock Option (Right to Buy)

$ 30.79

03/03/2016

D⁽¹⁾

7,200

⁽³⁾

03/11/2020⁽³⁾

Common Stock

7,200

⁽³⁾

Stock Option (Right to Buy)

$ 61.71

03/03/2016

D⁽¹⁾

3,800

⁽³⁾

03/10/2021⁽³⁾

Common Stock

3,800

⁽³⁾

Stock Option (Right to Buy)

$ 54.12

03/03/2016

D⁽¹⁾

3,083

⁽³⁾

03/22/2022⁽³⁾

Common Stock

3,083

⁽³⁾

Stock Option (Right to Buy)

$ 51.56

03/03/2016

D⁽¹⁾

3,548

⁽³⁾

03/07/2023⁽³⁾

Common Stock

3,548

⁽³⁾

Stock Option (Right to Buy)

$ 57.47

03/03/2016

D⁽¹⁾

2,789

⁽³⁾

04/01/2023⁽³⁾

Common Stock

2,789

⁽³⁾

Stock Option (Right to Buy)

$ 71.3

03/03/2016

D⁽¹⁾

5,259

⁽³⁾

12/06/2023⁽³⁾

Common Stock

5,259

⁽³⁾

Stock Option (Right to Buy)

$ 52.98

03/03/2016

D⁽¹⁾

11,466

⁽³⁾

12/01/2025⁽³⁾

Common Stock

11,466

⁽³⁾

Restricted Stock Units

⁽⁴⁾

03/03/2016

D⁽¹⁾

115

⁽⁴⁾

Common Stock

115

⁽⁴⁾

Restricted Stock Units

⁽⁴⁾

03/03/2016

D⁽¹⁾

877

⁽⁴⁾

Common Stock

877

⁽⁴⁾

Restricted Stock Unites

⁽⁴⁾

03/03/2016

D⁽¹⁾

943

⁽⁴⁾

Common Stock

943

⁽⁴⁾

Restricted Stock Units

⁽⁴⁾

03/03/2016

D⁽¹⁾

11,177

⁽⁴⁾

Common Stock

11,177

⁽⁴⁾

Restricted Stock Units

⁽⁴⁾

03/03/2016

D⁽¹⁾

796

⁽⁴⁾

Common Stock

796

⁽⁴⁾

Restricted Stock Units

⁽⁴⁾

03/03/2016

D⁽¹⁾

3,822

⁽⁴⁾

Common Stock

3,822

⁽⁴⁾

Performance Stock Units

⁽⁵⁾

03/03/2016

D⁽¹⁾

2,278

⁽⁵⁾

Common Stock

2,278

⁽⁵⁾

Performance Stock Units

⁽⁵⁾

03/03/2016

D⁽¹⁾

1,194

⁽⁵⁾

Common Stock

1,194

⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DEGNAN MICHAEL J. 33 COFFEE LANE WATERBURY, VT 05676			Corporate General Counsel

Signatures

/s/ Jessica H. Collins, pursuant to Power of Attorney		03/03/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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