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*
HEESCHEN PAUL C

(Last) (First) (Middle)
450 NEWPORT CENTER DRIVE
SUITE 450

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIEDRICH COFFEE INC [ DDRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Exec COB
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2010
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 05/11/2010 U 921 D $35 0 D(1)
Common Stock 05/11/2010 U 1,508,158 D $35 0 I By Sequoia Enterprises, L.P.(2)
Common Stock 05/11/2010 U 321,854 D $35 0 I By D.C.H., L.P.(3)
Common Stock 05/11/2010 U 450,000 D $35 0 I By WF Trust(4)
Common Stock 05/11/2010 U 250 D $35 0 I By Paul C. Heeschen Revocable Living Trust(5)
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
Warrant to purchase Common Stock $1.65 05/11/2010 U 1,367,000 08/26/2008 08/26/2018 Common Stock 1,367,000 $35(6) 0 I By Sequoia Enterprises, L.P.(2)
Warrant to purchase Common Stock $1.65 05/11/2010 U 250,000 05/08/2001 05/08/2011 Common Stock 250,000 $35(6) 0 I By Sequoia Enterprises, L.P.(2)
Warrant to purchase Common Stock $7.4 05/11/2010 U 70,000 04/29/2009 04/29/2019 Common Stock 70,000 $35(6) 0 I By Sequoia Enterprises, L.P.(2)
Warrant to purchase Common Stock $1.65 05/11/2010 U 300,000 08/26/2008 08/26/2018 Common Stock 300,000 $35(6) 0 I By WF Trust(4)
Employee Stock Option (right to buy) $5.36 05/11/2010 D 2,000 (7) 10/20/2010 Common Stock 2,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $5 05/11/2010 D 1,750 (9) 11/08/2010 Common Stock 1,750 $35(8) 0 D(1)
Employee Stock Option (right to buy) $4.14 05/11/2010 D 1,250 12/04/2002 12/04/2011 Common Stock 1,250 $35(8) 0 D(1)
Employee Stock Option (right to buy) $3.74 05/11/2010 D 15,000 12/02/2004 12/02/2013 Common Stock 15,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $4.21 05/11/2010 D 1,250 12/02/2003 12/02/2012 Common Stock 1,250 $35(8) 0 D(1)
Employee Stock Option (right to buy) $4.65 05/11/2010 D 15,000 12/06/2005 12/06/2014 Common Stock 15,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $4.635 05/11/2010 D 15,000 03/02/2007 03/02/2016 Common Stock 15,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $3.575 05/11/2010 D 15,000 12/12/2007 12/12/2016 Common Stock 15,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $3.575 05/11/2010 D 15,000 12/11/2008 12/11/2017 Common Stock 15,000 $35(8) 0 D(1)
Employee Stock Option (right to buy) $0.54 05/11/2010 D 15,000 01/22/2010 01/22/2019 Common Stock 15,000 $35(8) 0 D(1)
1. Name and Address of Reporting Person*
HEESCHEN PAUL C

(Last) (First) (Middle)
450 NEWPORT CENTER DRIVE
SUITE 450

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Exec COB
1. Name and Address of Reporting Person*
Sequoia Enterprises, L.P.

(Last) (First) (Middle)
450 NEWPORT CENTER DRIVE
SUITE 450

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WF Trust

(Last) (First) (Middle)
450 NEWPORT CENTER DRIVE, SUITE 450

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are owned directly by Mr. Heeschen. At the time of the transaction, Mr. Heeschen was also the Executive Chairman of the Board of Directors of the issuer.
2. These securities are owned directly by Sequoia Enterprises, L.P. ("Sequoia"), a greater than 10% owner of the issuer, and indirectly by Mr. Heeschen, the sole general partner of Sequoia with sole voting and investing power as to all of the shares held by Sequoia.
3. These securities are owned indirectly by Mr. Heeschen as the sole general partner of D.C.H., L.P. ("D.C.H.") with sole voting and investment power as to all of the shares held by D.C.H.
4. These securities are owned directly by WF Trust, a greater than 10% owner of the issuer, and indirectly by Mr. Heeschen as the sole trustee with sole voting and investing power as to all of the shares held by WF Trust.
5. These securities are owned indirectly by Mr. Heeschen as the sole trustee with sole voting and investing power as to all of the shares held by the Paul C. Heeschen Revocable Living Trust.
6. Pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of December 7, 2009, by and among issuer, Green Mountain Coffee Roasters, Inc. and Pebbles Acquisition Sub, Inc. ("Purchaser"), at the time that Purchaser accepted shares for payment pursuant to the offer contemplated by the Agreement (the "Acceptance Time"), this warrant was canceled and, in exchange, Mr. Heeschen received an amount in cash equal to the excess of $35.00 over the exercise price per share of such warrant, multiplied by the number of shares underlying such warrant.
7. 50% of the option vested and became exercisable on October 20, 2001, and 50% of the option vested and became exercisable on October 20, 2002.
8. Pursuant to the Agreement, at the Acceptance Time, this option was canceled and, in exchange, Mr. Heeschen received an amount in cash equal to the excess of $35.00 over the exercise price per share of such option, multiplied by the number of shares underlying such option.
9. 50% of the option vested and became exercisable on November 8, 2001, and 50% of the option vested and became exercisable on November 8, 2002.
/s/ Paul C. Heeschen 05/11/2010
/s/ Paul C. Heeschen, as General Partner, Sequoia Enterprises, L.P. 05/11/2010
/s/ Paul C. Heeschen, as Trustee, WF Trust 05/11/2010
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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