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*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON STREET

(Street)
BOSTON MA 02106

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC. [ DNKN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2011
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, $0.001 par value 11/16/2011 J (4) 890,688 (4) D $0 (4) 29,091,875 I See footnotes (1) (2) (3)
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*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON STREET

(Street)
BOSTON MA 02106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Integral Investors 2006, LLC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON STREET

(Street)
BOSTON MA 02106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP TCV, LLC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON STREET

(Street)
BOSTON MA 02106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates-G

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02106

(City) (State) (Zip)
Explanation of Responses:
1. Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors 2006, LLC ("BC Integral"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC Integral. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. BCI is the managing general partner BCIP Associates-G ("BCIP G", and together with BCI, BC Integral and BCIP TCV the "Bain Entities"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of it's pecuniary interest therein.
4. On November 16, 2010, BC Integral distributed 890,688 shares of Common Stock to certain of its members in connection with charitable gifts made by certain members or partners of such members or their direct or indirect owners on November 16, 2011. Immediately following such distribution, BC Integral held 28,719,174 shares of Common Stock.
By:/s/ Andrew Balson 11/17/2011
** 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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