Sec Form 4 Filing - NUNNELLY MARK E @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NUNNELLY MARK E 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC, JOHN HANCOCK TOWER 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2012 (Street) BOSTON, MA02116 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, $0.001 par value 08/15/2012 S 7,242,613 ( 1 ) D $ 30 5,000,000 I See footnotes ( 3 ) ( 4 ) ( 5 ) Common Stock, $0.001 par value 08/15/2012 S 5,000,000 ( 2 ) D $ 30 0 I See footnotes ( 3 ) ( 4 ) ( 5 )

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 NUNNELLY MARK E C/O BAIN CAPITAL INVESTORS, LLC JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02116 X X Signatures By:/s/ Mark Nunnelly 08/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock sold in an underwritten secondary offering (the "Offering"). ( 2 )Represents shares of Common Stock repurchased (the "Repurchase") by Dunkin Brands Group, Inc. ( 3 )Mark E. Nunnelly is a Managing Director of Bain Capital Investors, LLC ("BCI"), which is the administrative member of Bain Capital Integral Investors 2006, LLC ("BC Integral"). As a result, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC Integral. Mr. Nunnelly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On August 15, 2012, BC Integral sold 7,174,117 shares of Common Stock in the Offering and 4,952,715 shares of Common Stock in the Repurchase. Following such sales, BC Integral held zero shares of Common Stock. ( 4 )BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. Mr. Nunnelly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On August 15, 2012, BCIP TCV sold 66,420 shares of Common Stock in the Offering and 45,853 shares of Common Stock in the Repurchase. Following such sales, BCIP TCV held zero shares of Common Stock. ( 5 )BCI is the managing general partner BCIP Associates-G ("BCIP G"). As a result, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. Mr. Nunnelly disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 15, 2012, BCIP G sold 2,076 shares of Common Stock in the Offering and 1,432 shares of Common Stock in the Repurchase. Following such sales, BCIP G held zero shares of Common Stock.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.