Sec Form 4 Filing - TRAVIS NIGEL @ DUNKIN' BRANDS GROUP, INC. - 2012-11-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TRAVIS NIGEL
2. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC. [ DNKN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
C/O DUNKIN' BRANDS GROUP, INC., 130 ROYALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2012
(Street)
CANTON, MA02021
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/02/2012 M 125,870 A $ 3.02 250,247 D
Common Stock 11/02/2012 S 125,870 D $ 31.63 ( 1 ) 124,377 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Option to Purchase Common Stock $ 3.02 11/02/2012 M 125,870 ( 2 ) 02/23/2020 Common Stock 125,870 $ 0 1,678,055 D
Option to Purchase Common Stock $ 3.02 ( 3 ) 02/23/2020 Common Stock 0 328,372 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRAVIS NIGEL
C/O DUNKIN' BRANDS GROUP, INC.
130 ROYALL STREET
CANTON, MA02021
X CEO & President
Signatures
/s/ Richard Emmett, as attorney-in-fact for Nigel Travis 11/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.40 to $31.90, inclusive. The reporting person undertakes to provide Dunkin' Brands Group, Inc., any security holder of Dunkin' Brands Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
( 2 )On 2/23/2010, the reporting person was granted an option to purchase 1,915,499 shares of common stock. The option vests based upon time (five equal annual installments that began on 2/23/2010) and performance (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P. (collectively, the "Sponsors") criteria.
( 3 )On 2/23/2010, the reporting person was granted an option to purchase 820,928 shares of common stock. The option vests in five equal annual installments that began on 2/23/2010.

Remarks:
The following information is provided to clarify the reporting person's holdings of options under his Tranche 4 Grant and Tranche 5 Grant (each as defined below) following the exercises to date of such awards: As previously reported, on 02/23/2010 the reporting person was granted two classes of options to purchase common stock. The option to purchase 820,928 shares of common stock (the "Tranche 4 Grant") vests based upon time criteria (five equal annual installments that began on 02/23/2010). The option to purchase 1,915,499 shares of common stock (the "Tranche 5 Grant") vests based upon time (five equal annual installments that began on 02/23/2010) and performance (investment returns to the Sponsors) criteria. The reporting person's holdings of the Tranche 4 Grant are reported in the second row of Column 9 of Table II of this Form 4. The option exercise previously reported in the reporting person's Form 4 filed on November 2, 2012 was an exercise of 20,000 shares of common stock under the Tranche 5 Grant (rather than an exercise of 20,000 shares of common stock under the Tranche 4 Grant as was reported in such Form 4). Column 9 of Table II of this Form 4 accurately reflects the reporting persons holdings of the Tranche 4 grant and the Tranche 5 grant as of this date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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