Sec Form 4 Filing - DRISCOLL BRIAN J @ Diamond Foods Inc - 2016-02-29

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 DRISCOLL BRIAN J 2. Issuer Name and Ticker or Trading Symbol Diamond Foods Inc [ DMND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O DIAMOND FOODS, INC., 600 MONTGOMERY STREET, 13TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (Street) SAN FRANCISCO, CA94111 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 02/29/2016 D 151,566 ( 1 ) D 0 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 Employee Stock Option (Right to Buy) $ 13.34 02/29/2016 D( 3 ) 220,643 ( 4 ) 11/18/2022 Common Stock 220,643 $ 0 0 D Employee Stock Option (Right to Buy) $ 14.67 02/29/2016 D( 3 ) 132,855 ( 4 ) 12/18/2022 Common Stock 132,855 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.89 02/29/2016 D( 3 ) 80,821 ( 4 ) 10/01/2023 Common Stock 80,821 $ 0 0 D Restricted Stock Units ( 5 ) 02/29/2016 D( 6 ) 41,604 ( 7 ) ( 7 ) Common Stock 41,604 $ 0 0 D Performance Based Restricted Stock Units ( 5 ) 02/29/2016 D( 6 ) 34,263 ( 8 ) ( 8 ) Common Stock 34,263 $ 0 0 D Performance Based Restricted Stock Units ( 5 ) 02/29/2016 D( 9 ) 37,526 ( 7 ) ( 7 ) Common Stock 37,526 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DRISCOLL BRIAN J C/O DIAMOND FOODS, INC. 600 MONTGOMERY STREET, 13TH FLOOR SAN FRANCISCO, CA94111 X President & CEO Signatures /s/ Brian J. Driscoll by Leda M. Mouallem, Attorney-in-Fact 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 50,776 fully vested shares of the Issuer's Common Stock and 100,790 restricted shares of the Issuer's Common Stock that accelerate so that they were fully vested as of the Closing (as defined below). ( 2 )On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock. ( 3 )Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent, provided, however, that the resulting option remains subject to the same vesting schedule or conditions and the same restrictions on exercisability as would have applied to this option if not for the Acquisition, as further described below. ( 4 )This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition. ( 5 )Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 6 )Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer. ( 7 )These Restricted Stock Units were accelerated in full in connection with the Acquisition. ( 8 )Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing, and any time-based vesting to which these performance-based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition. ( 9 )Upon the Closing, each of these Restricted Stock Units was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.

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