Keurig Green Mountain, Inc.
KEURIG GREEN MOUNTAIN, INC. (Form: 4, Received: 03/03/2016 10:45:54)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WESLEY NORMAN H
2. Issuer Name and Ticker or Trading Symbol

KEURIG GREEN MOUNTAIN, INC. [ GMCR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

33 COFFEE LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2016
(Street)

WATERBURY, VT 05676
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/3/2016     D (1)    25860   D $92   (2) 0   D    
Common Stock   3/3/2016     D (1)    10000   D $92   (2) 0   I   Wesley GST Exempt Trust  
Common Stock   3/3/2016     D (1)    317   D $92   (2) 0   I   Sydney Faye Chapman 2012 Trust  
Common Stock   3/3/2016     D (1)    317   D $92   (2) 0   I   Norman Wade Chapman 2014 Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $18.20   3/3/2016     D   (1)       3997      (3) 7/30/2022   (3) Common Stock   3997     (3) 0   D    
Stock Option (Right to Buy)   $52.87   3/3/2016     D   (1)       1240      (3) 3/8/2023   (3) Common Stock   1240     (3) 0   D    
Restricted Stock Units     (4) 3/3/2016     D   (1)       165      (4)   (4) Common Stock   165     (4) 0   D    
Phantom Stock Units     (5) 3/3/2016     D   (1)       3024      (5)   (5) Common Stock   3024     (5) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 6, 2015, by and among the Issuer, Acorn Holdings B.V., Maple Holdings Acquisition Corp. and, solely for purposes of Article IX therein, JAB Holdings B.V.(the "Merger Agreement").
( 2)  Disposed of pursuant to the Merger Agreement in exchange for $92.00 for each share of the Issuer's common stock held by Reporting Person.
( 3)  Pursuant to the Merger Agreement, this option was cancelled as of March 3, 2016 in exchange for a cash payment equal to the product of (i) the number of shares of the Issuer's common stock subject to the option multiplied by (ii) the excess of $92.00 over the per share exercise price of the option.
( 4)  As of the effective date of the Merger, each restricted stock unit, whether vested or unvested, was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such restricted stock unit multiplied by (ii) $92.00 per share.
( 5)  Pursuant to the Merger Agreement, as of the effective date of the Merger, each phantom stock was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such phantom stock unit multiplied by (ii) $92.00 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WESLEY NORMAN H
33 COFFEE LANE
WATERBURY, VT 05676
X



Signatures
/s/ Norman H. Wesley 3/3/2016
** Signature of Reporting Person Date


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