Sec Form 4 Filing - Dawson John @ DUNKIN' BRANDS GROUP, INC. - 2012-08-15

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 Dawson John 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) Global Development Officer (Last) (First) (Middle) C/O DUNKIN' BRANDS GROUP, INC., 130 ROYALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2012 (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

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 08/15/2012 A 4,841 ( 1 )( 2 ) 02/23/2020 Common Stock 4,841 $ 0 12,259 D Option to purchase Common Stock $ 7.31 08/15/2012 A 12,102 ( 3 ) 03/09/2021 Common Stock 12,102 $ 0 30,647 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dawson John C/O DUNKIN' BRANDS GROUP, INC. 130 ROYALL STREET CANTON, MA02021 Global Development Officer Signatures /s/ Richard Emmett, as attorney-in-fact for John Dawson 08/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 02/23/2010, the reporting person was granted an option to purchase 12,259 shares of Common Stock. The option vests based upon time (five equal annual installments that began on 02/23/2011) 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. ( 2 )As a result of the sale of shares by the Sponsors on 08/15/2012, the performance criteria was met with respect to 4,841 shares of common stock subject to this option award, resulting in vesting of the option as to 1,934 shares and an additional 2,907 shares that are eligible to vest in three equal annual installments beginning on 02/23/2013. In total, following this event, the performance criteria has been met with respect to all of the shares of common stock subject to this option award, with 4,900 of such shares vested and the remaining 7,359 of such shares eligible to vest in three equal annual installments beginning on 02/23/2013. ( 3 )On 03/09/2011, the reporting person was granted an option to purchase 30,647 shares of Common Stock. The option vests based upon time (five equal annual installments that began on 03/09/2012) and performance (investment returns to investment funds affiliated with the Sponsors) criteria. As a result of the sale of shares by the Sponsors on 08/15/2012, the performance criteria was met with respect to 12,102 shares of common stock subject to this option award, resulting in vesting of the option as to 2,420 shares and an addition 9,682 shares that are eligible to vest in four equal annual installments beginning on 03/09/2013. In total, following this event, the performance criteria has been met with respect to all of the shares of common stock subject to this option award, with 6,127 of such shares vested and the remaining 24,520 eligible to vest in four equal annual installments beginning on 03/09/2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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