UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G (AMENDMENT NO. 3)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Green Mountain Coffee Roasters, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
393122106
(CUSIP Number)
May 4, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stephen P. Magowan, individually and as Trustee
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) £ (b) £
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. Sole Voting Power
5,508,854 (All 5,508,854 shares are held in four irrevocable trusts, which are for the benefit a child or other family members of Mr. Robert P. Stiller. Mr. Magowan is Trustee of each of these four trusts.)
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6. Shared Voting Power 3,600 (held jointly with Mr. Magowan’s spouse)
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7. Sole Dispositive Power 5,508,854 (All 8,508,854 shares are held in four irrevocable trusts, which are for the benefit a child or other family members of Mr. Robert P. Stiller. Mr. Magowan is Trustee of each of these four trusts.)
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8. Shared Dispositive Power 3,600 (held jointly with Mr. Magowan’s spouse)
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,512,454 (of which 3,600 are held by Mr. Magowan jointly with his spouse and 5,508,854 shares are held in four irrevocable trusts, each for the benefit of a child or other family member of Mr. Robert P. Stiller, of which Mr. Magowan is Trustee)
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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| 11. | Percent of Class Represented by Amount in Row (9) 3.55% (calculation based on 155,350,001 shares outstanding as of April 25, 2012 as reported in Form 10-Q filed by Green Mountain Coffee Roasters, Inc. on May 2, 2012)
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| 12. | Type of Reporting Person (See Instructions)
IN
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| ITEM 1. |
| (a) | NAME OF ISSUER |
Green Mountain Coffee Roasters, Inc.
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
33 Coffee Lane, Waterbury, VT 05676
| ITEM 2. |
| (a) | NAME OF PERSON FILING |
Stephen P.
Magowan, individually and as Trustee
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
Sunrise Management
Services, LLC
P.O. Box 2263
South Burlington, VT 05407
| (c) | CITIZENSHIP |
United States
| (d) | TITLE OF CLASS OF SECURITIES |
Common Stock, $0.10 par value per share
| (e) | CUSIP NUMBER |
393122106
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS: |
Not Applicable
| ITEM 4. | OWNERSHIP |
| (a) | Amount beneficially owned: |
5,512,454 (of which 3,600 are held by Mr. Magowan jointly with his spouse and 5,508,854 shares are held in four irrevocable trusts, each for the benefit of a child or other family member of Mr. Robert P. Stiller, of which Mr. Magowan is Trustee)
| (b) | Percent of class: |
3.55% (calculation based on 155,350,001 shares outstanding as of April 25, 2012 as reported in Form 10-Q filed by Green Mountain Coffee Roasters, Inc. on May 2, 2012)
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to direct the vote: |
5,508,854 (All 5,508,854 shares are held in four irrevocable trusts, which are for the benefit a child or other family members of Mr. Robert P. Stiller. Mr. Magowan is Trustee of each of these four trusts.)
| (ii) | Shared power to direct the vote: |
3,600 (held jointly with Mr. Magowan’s spouse)
| (iii) | Sole power to dispose or to direct the disposition of: |
5,508,854 (All 5,508,854 shares are held in four irrevocable trusts, which are for the benefit a child or other family members of Mr. Robert P. Stiller. Mr. Magowan is Trustee of each of these four trusts.)
| (iv) | Shared power to dispose or to direct the disposition of: |
3,600 (held jointly with Mr. Magowan’s spouse)
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [X]
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not Applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not Applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not Applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not Applicable
| ITEM 10. | CERTIFICATION |
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May 9 2012 |
| Date |
| /s/ Stephen P. Magowan |
| Signature |
| Stephen P. Magowan, individually and as Trustee |
| Name/Title |