Sec Form 4 Filing - Sheehan Daniel J @ DUNKIN' BRANDS GROUP, INC. - 2012-04-26

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 Sheehan Daniel J 2. Issuer Name and Ticker or Trading Symbol DUNKIN' BRANDS GROUP, INC. [ DNKN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) C/O DUNKIN' BRANDS GROUP, INC., 130 ROYALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2012 (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 04/26/2012( 1 ) A 3,264 A $ 0 55,885 D Common Stock 04/26/2012( 2 ) A 1,088 A $ 0 56,973 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sheehan Daniel J C/O DUNKIN' BRANDS GROUP, INC. 130 ROYALL STREET CANTON, MA02021 Chief Information Officer Signatures /s/ Richard Emmett, as attorney-in-fact for Daniel Sheehan 04/30/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 5/26/2006 the reporting person was granted a restricted stock award of 10,836 shares that became eligible to vest, pending the achievement of certain performance criteria, in four equal annual installments beginning on March 1, 2007. As of April 26, 2012 the performance criteria (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P.) as to 58.9% of the award was achieved, resulting in incremental vesting of this award as to 3,264 shares. In total, as of April 26, 2012, an aggregate of 6,382 shares subject to this award have vested. ( 2 )On 7/1/2008 the reporting person was granted a restricted stock award of 3,612 shares that became eligible to vest, pending the achievement of certain performance criteria, in four equal annual installments beginning on July 1, 2009. As of April 26, 2012 the performance criteria (investment returns to investment funds affiliated with Bain Capital Partners, LLC, The Carlyle Group and Thomas H. Lee Partners, L.P.) as to 58.9% of the award was achieved, resulting in satisfaction of the performance criteria as to an additional 1,088 shares of which 816 are vested and an additional 272 shares are eligible to vest on 7/1/2012. In total, as of April 26, 2012, the performance criteria has been met with respect to an aggregate of 2,127 shares of common stock subject to this award, with 1,595 shares vested and the remaining 532 shares eligible to vest on 7/1/2012.

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