Form 4 Diamond Foods Inc (DMND)

Statement of changes in beneficial ownership of securities

What is Form 4?
  • Accession No.: 0001140361-12-052198 Act: 34 File No.: 000-51439 Film No.: 121278046
  • CIK: 0001320947
  • Submitted: 2012-12-20
  • Period of Report: 2012-12-19

FORM 4 XML

doc1.xml

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DRISCOLL BRIAN J

(Last) (First) (Middle)
C/O DIAMOND FOODS, INC.
600 MONTGOMERY STREET, 13TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Diamond Foods Inc [ DMND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/19/2012 A 22,699(1) A (1) 135,142 D
Common Stock 12/19/2012 A 45,466(2) A (2) 180,608 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $14.67 12/19/2012 A 132,855 (3) 12/18/2022 Common Stock 132,855 $0 132,855 D
Explanation of Responses:
1. Shares will vest, and the Issuer's right to repurchase the shares will lapse, over the 48-month period beginning on December 19, 2012, with one-fourth of the shares vesting every 12 months from that date, provided the executive officer remains in continuous service as an employee or consultant through each such date.
2. Shares will vest, and the issuer's right to repurchase the shares will lapse, on December 19, 2016, provided that all or a portion of such shares may vest earlier upon satisfaction of performance conditions related to the Board determination that adjusted EBITDA performance has exceeded targets after two or three years, and provided that the executive officer remains in continuous service as an employee or consultant through such date.
3. Options will vest and become exercisable as to one-fourth of the shares on December 19, 2013, and the remainder will vest and become exercisable 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.
Remarks:
/s/ Brian J. Driscoll by Stephen Kim, Attorney-in-Fact 12/20/2012
** Signature of Reporting Person Date
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.
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