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*
TC Group IV, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(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)
08/15/2012
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, $.001 par value 08/15/2012 S 7,242,614 (1) D $30 5,000,000 I See footnotes (3) (4)
Common Stock, $.001 par value 08/15/2012 S 5,000,000 (2) D $30 0 I See footnotes (3) (4)
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*
TC Group IV, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II GP L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET

(Street)
GEORGE TOWN, GRAND CAYMAN KY1-9001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings Sub L.P.

(Last) (First) (Middle)
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET

(Street)
GEORGE TOWN, GRAND CAYMAN KY1-9001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group IV, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Partners IV L P

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CP IV Coinvestment, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
1. Represent shares of Common Stock sold in an underwritten secondary offering (the "Offering").
2. Represent shares of Common Stock repurchased (the "Repurchase") by Dunkin Brands Group, Inc.
3. On August 15, 2012, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. (collectively, the "Carlyle Funds") sold 6,957,735 and 284,879 shares of Common Stock, respectively, in the Offering and 4,803,333 and 196,667 shares of Common Stock, respectively, in the Repurchase. Following such sales, the Carlyle Funds held zero shares of Common Stock.
4. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group IV, L.L.C., which is the general partner of TC Group IV, L.P., which is the general partner of each of the Carlyle Funds. Accordingly, each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group IV, L.L.C. and TC Group IV, L.P. may be deemed to share beneficial ownership of the shares of the common stock owned of record by each of the Carlyle Funds.
Remarks:
Exhibit List: Exhibit 24 - Confirming Statement Exhibit 99 - Joint Filer Information
/s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D?Aniello 08/17/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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