Statement of Changes in Beneficial Ownership (4)
November 24 2015 - 5:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
KELLEY BRIAN P
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2. Issuer Name
and
Ticker or Trading Symbol
KEURIG GREEN MOUNTAIN, INC.
[
GMCR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
33 COFFEE LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2015
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(Street)
WATERBURY, VT 05676
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/20/2015
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M
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55451
(1)
(3)
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A
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(1)
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114048
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D
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Common Stock
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11/23/2015
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F
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23936
(2)
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D
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$45.8001
(4)
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90112
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Units
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(1)
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11/20/2015
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M
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55451
(3)
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(3)
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(3)
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Common Stock
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55451
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(1)
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0
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D
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Explanation of Responses:
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(
1)
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Each performance stock unit represents a contingent right to receive, upon settlement, one share of common stock. This transaction represents the settlement of vested performance stock units in shares of common stock.
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(
2)
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This number represents shares of Common Stock sold to satisfy the tax obligation due upon vesting of the performance stock units.
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(
3)
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Represents the number of shares of common stock received upon the vesting of 50% of the earned performance stock units granted to the reporting person in December 2012. Fifty percent of the earned performance stock units previously vested on November 20, 2014. The performance stock units were earned based on the Company's compounded annual growth rate in non-GAAP earnings per share during the period beginning on the first day of the Company's 2013 fiscal year and ending on the close of business on the last day of the Company's 2014 fiscal year.
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(
4)
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This transaction was executed in multiple trades at prices ranging from $45.62 to $46.00. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC Staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KELLEY BRIAN P
33 COFFEE LANE
WATERBURY, VT 05676
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X
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CEO and President
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Signatures
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/s/ Jessica H. Collins, pursuant to a Power of Attorney
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11/24/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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