SEC FORM 4

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^*

REES NIGEL A

(Last)

(First)

(Middle)

C/O DIAMOND FOODS, INC.

600 MONTGOMERY STREET, 13TH FLOOR

(Street)

SAN FRANCISCO

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)

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

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)
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	02/29/2016		D		8,045	D	⁽¹⁾	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)
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)
Director Stock Option (Right to Buy)	$24.11	02/29/2016		D⁽²⁾			10,000	⁽⁵⁾	03/06/2022	Common Stock	10,000	$0	0	D
Director Stock Option (Right to Buy)	$17.3	02/29/2016		D⁽³⁾			10,000	⁽⁵⁾	03/06/2023	Common Stock	10,000	$0	0	D
Director Stock Option (Right to Buy)	$30.6	02/29/2016		D⁽⁴⁾			10,000	⁽⁵⁾	03/06/2024	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. 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.

2. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $4.23, as well as approximately 0.23 shares of the Acquirer's Common Stock.

3. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $6.56, as well as approximately 0.36 shares of the Acquirer's Common Stock.

4. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $2.00, as well as approximately 0.11 shares of the Acquirer's Common Stock.

5. 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.

Remarks:

	/s/ Nigel A. Rees by Leda M. Mouallem, Attorney-in-Fact	03/02/2016
	** Signature of Reporting Person	Date
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