0001181431-11-043785.txt : 20110803
0001181431-11-043785.hdr.sgml : 20110803
20110803213044
ACCESSION NUMBER: 0001181431-11-043785
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110309
FILED AS OF DATE: 20110803
DATE AS OF CHANGE: 20110803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COSTELLO JOHN H
CENTRAL INDEX KEY: 0001012681
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35258
FILM NUMBER: 111008371
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DUNKIN' BRANDS GROUP, INC.
CENTRAL INDEX KEY: 0001357204
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 130 ROYALL STREET
CITY: CANTON
STATE: MA
ZIP: 02021
BUSINESS PHONE: 7817374516
MAIL ADDRESS:
STREET 1: 130 ROYALL STREET
CITY: CANTON
STATE: MA
ZIP: 02021
FORMER COMPANY:
FORMER CONFORMED NAME: DUNKIN' BRANDS GROUP HOLDINGS, INC.
DATE OF NAME CHANGE: 20100401
FORMER COMPANY:
FORMER CONFORMED NAME: DUNKIN' BRANDS GROUP HOLDINGS, INC
DATE OF NAME CHANGE: 20100401
FORMER COMPANY:
FORMER CONFORMED NAME: DUNKIN BRANDS GROUP HOLDINGS, INC
DATE OF NAME CHANGE: 20090821
4
1
rrd318976.xml
X0304
4
2011-03-09
0
0001357204
DUNKIN' BRANDS GROUP, INC.
DNKN
0001012681
COSTELLO JOHN H
C/O DUNKIN' BRANDS GROUP, INC.
130 ROYALL STREET
CANTON
MA
02021
0
1
0
0
Chf.Glob.Mkt.& Innovation Off.
Common Stock
2011-03-09
4
A
0
10035
7.31
A
10035
D
Common Stock
2011-07-26
4
J
0
12397
17.53
A
22432
D
Class L Common Stock
17.53
2011-07-26
4
J
0
5093
D
Common Stock
12397
78808
D
Option to purchase Common Stock
3.02
2011-08-01
4
A
0
5500
0
A
2020-02-23
Common Stock
5500
84308
D
In addition, the Reporting Person purchased 12,397 shares of the Issuer's Class L Common Stock on 03/09/2011 at $14.25 per share. The Issuer's Class L Common Stock was subsequently converted to Common Stock on 07/26/2011. See note 2.
On 07/26/2011, in connection with the Issuer's initial public offering, each share of the Issuer's Class L common stock was mandatorily converted, in accordance with the terms of the Issuer's certificate of incorporation, into approximately 0.2189 of a share common stock plus an additional number of shares of common stock determined by dividing the per share Class L preference amount of $38.8274, by $17.53, which is equal to the initial public offering price of a share of common stock net of the underwriting discount and a pro rata portion, based on the number of share being sold in the offering, of the estimated offering expenses incurred by the Issuer. With respect to the reporting person, the conversion of the Class L common stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 thereunder.
On 02/23/2010, the reporting person was granted an option to purchase 153,239 shares of Common Stock. The option vests based upon time (five equal annual installments that began on 2/23/2011) and performance (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P. (collectively, the "Sponsors") criteria. As a result of the sale of shares by the Sponsors in the Issuer's initial public offering, the performance criteria was met with respect to 5,500 shares of common stock subject to this option award, resulting in vesting of the option as to 1,100 shares and an additional 4,400 shares that will vest in four annual installments beginning on 02/23/2012.
/s/ Richard Emmett, as attorney-in-fact for John H. Costello
2011-08-03