Sec Form 4 Filing - SILCOCK RAYMOND @ 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 SILCOCK RAYMOND 2. Issuer Name and Ticker or Trading Symbol Diamond Foods Inc [ DMND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (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 41,112 ( 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) $ 18.97 02/29/2016 D( 4 ) 65,194 ( 5 ) 06/11/2023 Common Stock 65,194 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.89 02/29/2016 D( 4 ) 26,940 ( 6 ) 10/01/2023 Common Stock 26,940 $ 0 0 D Restricted Stock Units ( 7 ) 02/29/2016 D( 8 ) 17,334 ( 9 ) ( 9 ) Common Stock 17,334 $ 0 0 D Performance Based Restricted Stock Units ( 7 ) 02/29/2016 D( 8 ) 14,276 ( 10 ) ( 10 ) Common Stock 14,276 $ 0 0 D Performance Based Restricted Stock Units ( 7 ) 02/29/2016 D( 11 ) 15,635 ( 12 ) ( 12 ) Common Stock 15,635 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SILCOCK RAYMOND C/O DIAMOND FOODS, INC. 600 MONTGOMERY STREET, 13TH FLOOR SAN FRANCISCO, CA94111 EVP & Chief Financial Officer Signatures /s/ Raymond Silcock by Leda M. Mouallem, Attorney-in-Fact 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 16,800 fully vested shares of the Issuer's Common Stock and 24,312 restricted shares of the Issuer's Common Stock, the latter of which consists of: (a) 17,132 shares that vest in two equal installments on June 12, 2016 and 2017; and 7,180 shares that vest in two equal installments on October 2, 2016 and 2017, provided that the vesting is contingent on the Reporting Person remaining in continuous service as an employee or consultant through the date of such vesting event. ( 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, provided, however, that such cash payment and shares of Acquirer's Common Stock (a) continue to vest in the same manner as the shares of Issuer's Common Stock would have vested if not for the Acquisition and (b) remain subject to the same repurchase option, risk of forfeiture and other conditions (continued on footnote 3) ( 3 )(continued from footnote 2) that would have applied to the shares of the Issuer's Common Stock if not for the Acquisition, as further described above. ( 4 )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. ( 5 )This option vests and becomes exercisable as to one fourth of the shares on June 12, 2014, and as to the remaining shares ratably each calendar quarter over the following 36-month period, provided the Reporting Person remains in continuous service as an employee or consultant through each such date. ( 6 )This option vests and becomes exercisable as to one fourth of the shares on October 2, 2014, and as to the remaining shares ratably each calendar quarter over the following 36-month period, provided the executive officer remains in continuous service as an employee or consultant through each such date. ( 7 )Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 8 )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. ( 9 )These Restricted Stock Units vest as follows: (a) 7,817 ordinary Restricted Stock Units vest in three equal installments on October 7, 2016, 2017 and 2018; (b) 9,517 ordinary Restricted Stock Units vest in four equal annual installments on each calendar anniversary of October 8, 2015. ( 10 )These performance-based Restricted Stock Units vest in equal quarterly installments over the period from August 1, 2015, to July 31, 2018, provided, however, that the Reporting Person remain in continuous service as an employee or consultant through the date of each such vesting event. 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. ( 11 )Upon the Closing, each of these performance-based 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. ( 12 )These Restricted Stock Units accelerated and became vested in full upon the Closing.

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