SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Vestar/Blue Investments I L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/23/2015	3. Issuer Name and Ticker or Trading Symbol J M SMUCKER Co [ SJM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, without par value	3,861,650	I	Held through Blue Holdings I, L.P.(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Vestar/Blue Investments I L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VESTAR ASSOCIATES V, L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VESTAR MANAGERS V LTD. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCONNELL DANIEL S (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Blue Holdings I, L.P. ("Blue Holdings") directly owns all of the shares of Common Stock reported in this statement. Vestar/Blue Investments I L.P. holds limited partner interests in Blue Holdings and holds membership interests in Blue Holdings GP, LLC, the general partner of Blue Holdings.

2. The general partner of Vestar/Blue Investments I L.P. is Vestar Associates V, L.P., and the general partner of Vestar Associates V, L.P. is Vestar Managers V Ltd. Daniel S. O'Connell is the sole director of Vestar Managers V Ltd. and as a result he may be deemed to have beneficial ownership of the shares of Common Stock reported herein.

3. Each of Vestar/Blue Investments I, L.P., Vestar Associates V, L.P., Vestar Managers V Ltd. and Mr. O'Connell may be deemed to be the beneficial owner of the securities reported herein, and each such person disclaims beneficial ownership of any securities beneficially owned by Blue Holdings except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	VESTAR/BLUE INVESTMENTS I L.P. By: Vestar Associates V, L.P., its general partner By: Vestar Managers V Ltd., its general partner By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer	04/02/2015
	VESTAR ASSOCIATES V, L.P. By: Vestar Managers V Ltd., its general partner By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer	04/02/2015
	VESTAR MANAGERS V LTD. By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer	04/02/2015
	DANIEL S. O'CONNELL By: /s/ Brian P. Schwartz, by power of attorney	04/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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