Sec Form 4 Filing - Gibbs Stephen L @ KEURIG GREEN MOUNTAIN, INC. - 2016-03-03

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 Gibbs Stephen L 2. Issuer Name and Ticker or Trading Symbol KEURIG GREEN MOUNTAIN, INC. [ GMCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Chief Accounting Officer (Last) (First) (Middle) 33 COFFEE LANE 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2016 (Street) WATERBURY, VT05676 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 03/03/2016 D( 1 ) 2,627 D $ 92 ( 2 ) 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 Stock Option (Right to Buy) $ 51.56 03/03/2016 D( 1 ) 2,296 ( 3 ) 03/07/2023( 3 ) Common Stock 2,296 ( 3 ) 0 D Stock Option (Right to Buy) $ 52.98 03/03/2016 D( 1 ) 5,020 ( 3 ) 12/01/2025( 3 ) Common Stock 5,020 ( 3 ) 0 D Stock Option (Right to Buy) $ 54.12 03/03/2016 D( 1 ) 4,269 ( 3 ) 03/22/2022( 3 ) Common Stock 4,269 ( 3 ) 0 D Stock Option (Right to Buy) $ 71.3 03/03/2016 D( 1 ) 3,567 ( 3 ) 12/06/2023( 3 ) Common Stock 3,567 ( 3 ) 0 D Stock Option (Right to Buy) $ 85.42 03/03/2016 D( 1 ) 3,930 ( 3 ) 08/22/2021( 3 ) Common Stock 3,930 ( 3 ) 0 D Restricted Stock Units ( 4 ) 03/03/2016 D( 1 ) 213 ( 4 ) ( 4 ) Common Stock 213 ( 4 ) 0 D Restricted Stock Units ( 4 ) 03/03/2016 D( 1 ) 788 ( 4 ) ( 4 ) Common Stock 788 ( 4 ) 0 D Restricted Stock Units ( 4 ) 03/03/2016 D( 1 ) 595 ( 4 ) ( 4 ) Common Stock 595 ( 4 ) 0 D Restricted Stock Units ( 4 ) 03/03/2016 D( 1 ) 424 ( 4 ) ( 4 ) Common Stock 424 ( 4 ) 0 D Restricted Stock Units ( 4 ) 03/03/2016 D( 1 ) 1,673 ( 4 ) ( 4 ) Common Stock 1,673 ( 4 ) 0 D Performance Stock Units ( 5 ) 03/03/2016 D( 1 ) 637 ( 5 ) ( 5 ) Common Stock 637 ( 5 ) 0 D Performance Stock Units ( 5 ) 03/03/2016 D( 1 ) 997 ( 5 ) ( 5 ) Common Stock 997 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gibbs Stephen L 33 COFFEE LANE WATERBURY, VT05676 VP, Chief Accounting Officer Signatures /s/ Jessica H. Collins, pursuant to Power of Attorney 03/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 6, 2015, by and among the Issuer, Acorn Holdings B.V., Maple Holdings Acquisition Corp. and, solely for purposes of Article IX therein, JAB Holdings B.V.(the "Merger Agreement"). ( 2 )Disposed of pursuant to the Merger Agreement in exchange for $92.00 for each share of the Issuer's common stock held by Reporting Person. ( 3 )Pursuant to the Merger Agreement, this option was cancelled as of March 3, 2016 in exchange for a cash payment equal to the product of (i) the number of shares of the Issuer's common stock subject to the option multiplied by (ii) the excess of $92.00 over the per share exercise price of the option. ( 4 )Pursuant to the Merger Agreement, as of the effective date of the Merger, each restricted stock unit, whether vested or unvested, was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such restricted stock unit multiplied by (ii) $92.00 per share. ( 5 )Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the effective date of the Merger, each performance stock unit was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $92.00 per share.

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