CUSIP No. 393122106
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13D
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1
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NAMES OF REPORTING PERSONS
Luigi Lavazza S.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0 (See Item 5.)
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8
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SHARED VOTING POWER
8,513,752 (See Item 5.)
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9
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SOLE DISPOSITIVE POWER
0 (See Item 5.)
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10
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SHARED DISPOSITIVE POWER
8,513,752 (See Item 5.)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,752 (See Item 5.)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (See Item 5.)
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 393122106
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13D
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1
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NAMES OF REPORTING PERSONS
Alberto Lavazza S.a.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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||
3
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SEC USE ONLY
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||
4
|
SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5.)
|
|
8
|
SHARED VOTING POWER
8,513,752 (See Item 5.)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5.)
|
||
10
|
SHARED DISPOSITIVE POWER
8,513,752 (See Item 5.)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,752 (See Item 5.)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (See Item 5.)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 393122106
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13D
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1
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NAMES OF REPORTING PERSONS
Emilio Lavazza S.a.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5.)
|
|
8
|
SHARED VOTING POWER
8,513,752 (See Item 5.)
|
||
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5.)
|
||
10
|
SHARED DISPOSITIVE POWER
8,513,752 (See Item 5.)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,513,752 (See Item 5.)
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (See Item 5.)
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||
14
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TYPE OF REPORTING PERSON
OO
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a-c)
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On February 23, 2012, Lavazza sold an aggregate of 661,239 shares of Common Stock for an aggregate price of $44,870,089.28 in open market transactions on Nasdaq. Attached as Annex A to this Amendment is a table setting forth certain information with respect to the sale transactions effected yesterday. Except as set forth herein, no transaction in the shares of Common Stock was effected during the past 60 days by the Reporting Persons. As a result of such sales, as of the date hereof, Lavazza holds, and has beneficial ownership of, an aggregate of 8,513,752 shares. As a result of their collective control of Lavazza, the Lavazza Shareholders may be deemed to share beneficial ownership of the shares held by Lavazza. The 8,513,752 shares of Common Stock so beneficially owned represent approximately 5.5% of the currently outstanding Common Stock (based on the 154,854,811 shares of Common Stock reported by the Issuer to be outstanding as of January 26, 2012 in its Schedule 14A filed with the SEC on February 2, 2012). Subject to the limitations on voting and disposition described in the Schedule 13D, Lavazza and the Lavazza Shareholders may be deemed to share the power to vote and to dispose the shares of Common Stock reported herein.
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Exhibit 5
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Second Amendment to Common Stock Purchase Agreement, dated as of February 23, 2012, by and between Green Mountain Coffee Roasters, Inc. and Lavazza S.p.A.
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Date
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Number of Shares
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Weighted Average
Price per Share
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2/23/12
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57,512 |
$69.3277 1
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2/23/12
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129,066 |
$68.4729 2
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2/23/12
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474,661 |
$67.5558 3
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“Notwithstanding clause (ii) above, if, at any time after the date hereof, the total number of shares of Common Stock beneficially owned by Lavazza is less than five percent (5%) of the then total number of shares of Common Stock calculated in accordance with Rule 13d-1 under the Exchange Act, Lavazza shall be permitted to enter into a share collar transaction (a “Hedge Transaction”) with respect to a number of shares of Common Stock equal to up to one-half of the number of shares of Common Stock then beneficially owned by Lavazza (such shares, the “Hedged Shares”) as long as (i) at the time of initiating such Hedge Transaction the total number of shares of Common Stock beneficially owned by Lavazza remains below such five percent (5%) threshold and (ii) the initial term of such transaction is not less than three years and provided that, if a Hedge Transaction is consummated, during the period from the date of initiation of such Hedge Transaction until the date that is one (1) year after such initiation (the “Additional Restricted Period”), Lavazza shall not sell, pledge or otherwise transfer (or enter into an obligation regarding the future sale, pledge or transfer of) any of the Shares or Restricted Additional Shares (other than the Hedged Shares). During the period beginning on the initial date of the Hedge Transaction and ending on the eighteen (18) month anniversary of such initial date (the “Initial Hedge Period”), a modification to a Hedge Transaction that increases the number of shares subject to, increases the maturity of, or amends the put option and call option strike prices of, such hedge (excluding customary adjustments for corporate actions or actions listed on Schedule I made by the calculation agent/hedging counterparty in its sole discretion, for which no prior written consent of the Company is required) shall be considered a new hedge and shall be prohibited in accordance with clause (ii) above without the prior written consent of the Company; provided that such limitation with respect to amendments to the put option and call option strike prices shall only continue until the twelve (12) month anniversary of the initial date of the Hedge Transaction (the “Twelve Month Anniversary”). Any amendment to the Hedge Transaction that relates to possible changes to the option payout (including, but not limited to, prepayment, changes in pricing assumptions relating to dividends or stock borrow, and elections as a consequence of a corporate action), or that reduces the maturity (including an early unwind or termination, partial or full) of the Hedge Transaction or that is in response to changes outside of the control of Lavazza in tax, law or accounting or other similar events, or, after the Twelve Month Anniversary, that amends the put option or call option strike prices (each, a “Permitted Amendment”), shall not require the prior written consent of the Company. Except as set forth in the two immediately preceding sentences of this Section 8(a), any modification to the Hedge Transaction during the Initial Hedge Period, shall require the prior written consent of the Company, which consent shall not be unreasonably withheld. After the Initial Hedge Period, any Permitted Amendment or any other amendment to the Hedge Transaction, other than an amendment that increases the number of shares of Common Stock subject to such hedge (excluding customary adjustments for corporate actions or actions listed on Schedule I made by the calculation agent/hedging counterparty in its sole discretion, for which no prior written consent of the Company is required), shall not require the prior written consent of the Company. Notwithstanding anything to the contrary in this Section 8(a), if, at the time of any proposed modification to the Hedge Transaction, the total number of shares of Common Stock beneficially owned by Lavazza is above five percent (5%) of the then total number of shares of Common Stock calculated in accordance with Rule 13d-1 under the Exchange Act, other than as a result of a reduction by the Company of the number of shares of Common Stock outstanding, Lavazza will not be permitted to so modify the Hedge Transaction without the consent of the Company (excluding customary adjustments for corporate actions or actions listed on Schedule I made by the calculation agent/hedging counterparty in its sole discretion, for which no prior written consent of the Company is required). With respect to any amendment to the Hedge Transaction for which no prior written consent by the Company is required hereunder, Lavazza shall give the Company prior written notice of such amendment as promptly as practicable, but in any event at least five (5) Business Days prior to the effectiveness of such amendment; provided that in the event of an amendment to the Hedge Transaction made by the calculation agent/hedging counterparty in its sole discretion, Lavazza shall give the Company written notice within five (5) Business Days after receiving notice of such amendment.”
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“(b) Lavazza further agrees that until the end of the Standstill Period (other than during any Additional Restricted Period, as to which the provisions of Section 8(a) shall govern), Lavazza shall not sell, pledge or otherwise transfer (or enter into an obligation regarding the future sale, pledge or transfer of) any of the Shares or any Restricted Additional Shares without the Company’s prior written consent; provided, however, that Lavazza may sell such Shares or Restricted Additional Shares (i) in the open market (other than by means of a Negotiated Trade) or (ii) to a Person that is an institution of the type described in Rule 13d-1(b)(1)(i) under the Exchange Act, other than a hedge fund or an institution that has, during the twelve months prior to such sale, engaged in a proxy contest or otherwise filed a Schedule 13D with the intent to change or influence control over an issuer (any such Person, an “Eligible Financial Institution”). For the avoidance of doubt, Lavazza may sell any of the Shares or any Additional Shares pursuant to an effective registration statement filed in accordance with the Registration Rights Agreement so long as, in the case of a demand registration thereunder, such sale is otherwise in accordance with the provisions of this Section 8(b). In addition, and without limiting the foregoing, in connection with a Hedge Transaction permitted pursuant to Section 8(a), Lavazza may, notwithstanding any other provision of this Agreement, including Section 10.4, pledge, lend or otherwise similarly transfer a number of shares of Common Stock equal to the Hedged Shares to the counterparty for such Hedge Transaction (a “Stock Lend”). Notwithstanding the foregoing, Lavazza will, upon notice by the Company to Lavazza of a meeting to be held of the stockholders of the Company at which action is proposed to be taken by such stockholders, which notice shall be provided at least five (5) Business Days prior to the record date for such meeting and shall describe in reasonable detail the matters to be voted on at such meeting, during a Hedge Transaction, obtain the return of, and the ability to vote, any shares subject to a Stock Lend (or cause such shares to be voted) in accordance with Section 10.4, but the failure to obtain the ability to vote such shares under the circumstances provided on Schedule II shall not constitute a breach of this Agreement. As and to the extent necessary, the irrevocable proxy granted in Section 10.4(b) is and shall be deemed released to the extent, but only to the extent, that the shares subject to a Stock Lend cannot be voted by or on behalf of Lavazza at any meeting of the stockholders of the Company during the pendency of the Hedge Transaction.”
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“(c) The Company may impose stop-transfer instructions to effectuate the provisions of this Section 8 and, during any Additional Restricted Period, may stamp each certificate evidencing any of the Shares with the applicable legends set forth in Section 5.12 hereof.”
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“Subject to Section 8(b) of this Agreement:”.
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Luigi Lavazza S.p.A.
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Green Mountain Coffee Roasters, Inc.
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By: /s/ Antonio Baravalle
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By: /s/ Howard Malovany
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Name: Antonio Baravalle
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Name: Howard Malovany
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Title: Chief Executive Officer
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Title: Vice President, Corporate
General Counsel & Secretary
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