8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2015

1-12340

(Commission File Number)

KEURIG GREEN MOUNTAIN, INC.

(Exact name of registrant as specified in its charter)

Delaware	03-0339228
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of registrant’s principal executive office)

(802) 244-5621

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On February 21, 2015, Keurig Green Mountain, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Luigi Lavazza S.p.A., an Italian corporation (“Lavazza”), for the purchase of 5,231,991 shares of the common stock, par value $0.10, of the Company (the “Common Stock”) for an aggregate purchase price of $623,569,092.14 (the “Share Repurchase”).  The price per share of Common Stock for the Share Repurchase is $119.18, which represents a 3.0% discount off the closing price of the Company’s Common Stock on February 20, 2015.  The closing of the Share Repurchase is subject to customary closing conditions and deliverables.

In connection with the entry into the Stock Repurchase Agreement, the Company and Lavazza also entered into an amendment (the “Amendment”) to the Common Stock Purchase Agreement dated August 10, 2010 between the Company and Lavazza, as amended and in effect from time to time (the “2010 SPA”).  The Amendment eliminates Lavazza’s pre-emptive rights pursuant to Section 10.3 of the 2010 SPA, and will become effective upon the closing of the Share Repurchase.

The descriptions of the Stock Repurchase Agreement and Amendment above are qualified in their entirety by reference to the full text of the Stock Repurchase Agreement and Amendment filed, respectively, as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.  The Stock Repurchase Agreement has been included as an exhibit to this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding its terms and conditions.  It is not intended to provide any financial or other information about the parties to the Stock Repurchase Agreement or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Stock Repurchase Agreement are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Stock Repurchase Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.  Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Stock Repurchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Stock Repurchase Agreement, and such subsequent information may not be fully reflected in public disclosures by the parties to the Stock Repurchase Agreement.

Item 7.01Regulation FD Disclosure.

On February 23, 2015, the Company issued a press release announcing the Share Repurchase and the Amendment, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished in Item 7.01, including the Exhibit attached hereto, shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Stock Repurchase Agreement, dated as of February 21, 2015, by and between Keurig Green Mountain, Inc. and Luigi Lavazza S.p.A.

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10.2	Third Amendment to the Common Stock Purchase Agreement, dated as of February 21, 2015, by and between the Keurig Green Mountain, Inc. and Luigi Lavazza S.p.A.
99.1	Press Release of the Company, dated February 23, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KEURIG GREEN MOUNTAIN, INC.
By:	/s/ Frances G. Rathke
	Frances G. Rathke Chief Financial Officer and Treasurer
Date: February 23, 2015

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Index to Exhibits

Exhibit No.	Description
10.1	Stock Repurchase Agreement, dated as of February 21, 2015, by and between Keurig Green Mountain, Inc. and Luigi Lavazza S.p.A.
10.2	Third Amendment to the Common Stock Purchase Agreement, dated as of February 21, 2015, by and between the Keurig Green Mountain, Inc. and Luigi Lavazza S.p.A.
99.1	Press Release of the Company, dated February 23, 2015

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

STOCK REPURCHASE AGREEMENT

STOCK REPURCHASE AGREEMENT, dated as of February 21, 2015 (this “Agreement”), between Keurig Green Mountain, Inc., a Delaware corporation (the “Company”), and Luigi Lavazza S.p.A., an Italian corporation (the “Seller”).

RECITALS

WHEREAS, the Seller owns 9,934,256 shares (the “Lavazza Shares”) of common stock, par value $0.10 per share (the “Common Stock”), of the Company, which constitutes approximately 6.1% of the issued and outstanding shares of Common Stock of the Company;

WHEREAS, the Seller wishes to transfer to the Company, and the Company wishes to repurchase from the Seller, 5,231,991 shares of Common Stock (the “Repurchase Shares”), on the terms and subject to the conditions set forth in this Agreement (the “Repurchase”); and

WHEREAS, as a condition to and concurrently with the execution of this Agreement, the Company and the Seller are entering into that certain Third Amendment to the Common Stock Purchase Agreement, dated the date hereof, which shall become effective upon the Closing.

AGREEMENT

NOW, THEREFORE, for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Seller agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

Section 1.1Purchase and Sale of Common Stock.  At the Closing (as defined in Section 1.2 below), and subject to the terms and conditions hereof, the Seller will sell, assign and transfer to the Company, and the Company will repurchase from the Seller, all of the Repurchase Shares.  The Seller agrees to transfer all of the Seller’s right, title and interest in and to the Repurchase Shares at a cash purchase price per Share (the “Per Share Repurchase Price”) equal to $119.18.  The Repurchase Amount (as defined in Section 1.3(b) below) shall be paid by wire transfer of immediately available funds to an account or accounts to be designated by the Seller at least two (2) business days prior to the Closing.

Section 1.2The Closing.  Subject to the terms and conditions hereof, the closing of the repurchase and sale of the Repurchase Shares (the “Closing”) will take place at the corporate offices of the Company, 124 Technology Park, South Burlington, VT 05403, on the earlier of (a) the third business day after the Medallion Guarantees (as hereinafter defined) are obtained, and (b) March 3, 2015.

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Section 1.3Deliverables at Closing.

(a)Seller’s Deliverables.  The Seller shall transfer or cause to be transferred to Continental Stock Transfer & Trust Co. (the “Transfer Agent”) on behalf of the Company the stock certificates or uncertificated shares represented by book entry (the “Book-Entry Shares”) constituting the Repurchase Shares, with stock powers for the certificated Repurchase Shares with medallion guarantees in a form acceptable to the Transfer Agent (the “Medallion Guarantees”).

(b)Company’s Deliverables.  The Company shall deliver or cause to be delivered to the Seller: (i) $623,569,092.14 (the “Repurchase Amount”); and (ii) if applicable, a stock certificate or book-entry account of the Company issued in the name of the Seller representing a number of shares of Common Stock equal to the difference between the number of shares of Common Stock represented by the stock certificate or certificates and/or Book-Entry Shares delivered by the Seller in accordance with Section 1.3(a) above and the number of Repurchase Shares.

ARTICLE II
COMPANY REPRESENTATIONS

The Company hereby represents and warrants to the Seller as follows:

Section 2.1Organization.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  The Company has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement.

Section 2.2Authorization.  This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company by vote of the Company’s board of directors, and this Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Section 2.3Brokerage.  The Company has not engaged any investment banker, broker, or finder in connection with the repurchase of the Shares hereunder and no broker’s or similar fee is payable by the Company or any of its affiliates in connection with the repurchase of the Shares hereunder.

Section 2.4No Violation.  The execution of this Agreement and the repurchase of the Repurchase Shares by the Company will not conflict with, result in a breach or violation of, or constitute a default under, any law, rule or regulation applicable to the Company or any of its subsidiaries or the charter documents of the Company or any of its subsidiaries or the terms of any indenture or other agreement or instrument to which the Company or any of its subsidiaries is a party or bound, or any judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or such subsidiary.

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Section 2.5No Consent.  No consent, approval, authorization or order of or filing with any court or governmental agency or body is required for the consummation by the Company of the repurchase of the Repurchase Shares hereunder, other than filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 2.6Market Activity.  The Company has previously purchased shares of Common Stock in market transactions.  The Company has not repurchased or sold any shares of Common Stock in market transactions on the business day immediately preceding the date of this Agreement.

Section 2.7Sufficient Funds.  At the Closing the Company will have sufficient funds available to deliver the Repurchase Amount in full and to consummate the transactions contemplated by this Agreement in accordance with the terms hereof.

Section 2.8No Other Representations or Warranties.  Except for the express representations and warranties of the Seller contained in this Agreement, neither the Seller, nor any of its affiliates, attorneys, accountants or financial and other advisors, has made any representations or warranties to the Company.

ARTICLE III
SELLER REPRESENTATIONS

The Seller hereby represents and warrants to the Company as follows:

Section 3.1Organization.  The Seller is a company, validly existing under the laws of its jurisdiction of organization.  The Seller has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement.

Section 3.2Authorization.  This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Seller, and this Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

Section 3.3Ownership of Shares.  The Seller is the record and beneficial owner of the Repurchase Shares, and upon the Closing will transfer to the Company, good and marketable title to the Repurchase Shares owned by the Seller, free and clear of any liens, claims, security interests, restrictions, options or other encumbrances of any kind except as created by applicable laws.  The Seller has not granted any option of any sort with respect to the Repurchase Shares or any right to acquire the Repurchase Shares owned by the Seller or any interest therein other than to the Company under this Agreement.  The Seller represents that no person affiliated with it beneficially owns shares of capital stock of the Company other than the Lavazza Shares.

Section 3.4No Violation.  The execution of this Agreement and the transfer of the Repurchase Shares by the Seller will not conflict with, result in a breach or violation of, or constitute a default under, any law, rule or regulation applicable to the Seller or the organizational documents of the Seller or the terms of any indenture or other agreement or

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instrument to which the Seller is a party or bound, or any judgment, order or decree applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller.

Section 3.5No Consent.  No consent, approval, authorization or order of or filing with any court or governmental agency or body is required for the consummation by the Seller of the sale of the Repurchase Shares owned by the Seller hereunder, other than filings required under the Exchange Act.

Section 3.6Investigation; Excluded Information.  The Seller has independently investigated and evaluated the value of the Repurchase Shares owned by the Seller and the financial condition and affairs of the Company without reliance upon any information from the Company or its affiliates other than what is available publicly.  The Seller acknowledges that the Company currently may have, and later may come into possession of, information with respect to the Repurchase Shares and the financial condition and affairs of the Company that is not publicly disclosed or known to the Seller and that may be material to a reasonable investor, such as the Seller, when making investment disposition decisions, including the decision to enter into this Agreement (the “Company Excluded Information”).  Based upon its independent analysis, together with information obtained from sources other than the Company and its affiliates, and notwithstanding its lack of knowledge of the Company Excluded Information, and in full recognition and acknowledgment that the Company is privy to the Company Excluded Information, the Seller has reached its own business decision to effect the sale of the Repurchase Shares owned by the Seller as contemplated hereby.

Section 3.7Investment Experience.  The Seller is sophisticated and capable of understanding and appreciating, and does understand and appreciate, that future events may occur that could increase the price of the Repurchase Shares owned by the Seller, and that the Seller will be deprived of the opportunity to participate in any gain that might have resulted if the Seller had not transferred the Repurchase Shares owned by the Seller to the Company hereunder.

Section 3.8Brokerage.  The Seller has not engaged any investment banker, broker, or finder in connection with the repurchase of the Repurchase Shares hereunder and no broker’s or similar fee is payable by the Seller or any of its affiliates in connection with the transfer of the Repurchase Shares owned by the Seller hereunder.

Section 3.9Market Activity.  The Seller has previously sold shares of Common Stock in market transactions.  The Seller has not purchased or sold any shares of Common Stock in market transactions on the business day immediately preceding the date of this Agreement.

Section 3.10Tax Matters.  The Seller has had an opportunity to review with the Seller’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase.  The Seller is relying solely on such advisers and not on any statements or representations of the Company or any of its agents.  The Seller understands that the Seller (and not the Company) shall be responsible for the Seller’s tax liability and any related

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interest and penalties that may arise as a result of the transactions contemplated by this Agreement.

Section 3.11No Other Representations or Warranties.  Except for the express representations and warranties contained in this Agreement, neither the Company, nor any of its affiliates, attorneys, accountants or financial and other advisors, has made any representations or warranties to the Seller.

ARTICLE IV
CONDITIONS TO CLOSING

Section 4.1Conditions to the Company’s Obligations.  The obligations of the Company under Section 1 to purchase the Repurchase Shares at the Closing from the Seller are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 5.8:

(a)Representations and Warranties.  The representations and warranties of the Seller contained in Article III shall be true and correct in all material respects both when made and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b)Performance.  The Seller shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(c)Delivery of Certificates.  The Seller shall have delivered all of the stock certificates and/or Book-Entry Shares representing the Repurchase Shares to be sold at the Closing (or in lieu thereof an affidavit of lost certificate), free and clear of any liens, claims or encumbrances, along with all stock powers, assignments or any other documents, instruments or certificates necessary for a valid transfer of the Repurchase Shares.

(d)Governmental Challenge.  No governmental authority shall have advised or notified the Company or the Seller that the consummation of the transactions contemplated hereunder would constitute a violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the parties’ good faith efforts to cause such withdrawal.

(e)The Third Amendment to the Common Stock Purchase Agreement shall have been executed and delivered by the Seller and has not been terminated.

Section 4.2Conditions to the Seller’s Obligations.  The obligations of the Seller under Section 1 to sell the Repurchase Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Seller in accordance with Section 5.8:

(a)Representations and Warranties.  The representations and warranties of the Company contained in Article II shall be true and correct in all material respects

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both when made and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b)Performance.  The Company shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(c)Delivery of Repurchase Amount.  The Company shall have delivered and paid the Repurchase Amount, in immediately available funds, to the Seller.

(d)Governmental Challenge.  No governmental authority shall have advised or notified the Seller or the Company that the consummation of the transactions contemplated hereunder would constitute a violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the parties’ good faith efforts to cause such withdrawal.

ARTICLE V
MISCELLANEOUS

Section 5.1Termination.  This Agreement shall terminate in its entirety and be of no further force or effect with the exception of the provisions set forth in Section 5.3 and Section 5.7 upon the occurrence of any of the following:

(a) the Repurchase has not occurred on or before March 5, 2015; or

(b) the conditions to each party’s obligation to close have not been satisfied or waived on or prior to such date.

Section 5.2Adjustments.  Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and the Seller under this Agreement.

Section 5.3Confidentiality.  Each party agrees to keep the contents and terms of this Agreement confidential and shall not disclose any such contents or terms to any third party, except to the extent the party is required by applicable law, regulation or legal process to make such disclosure, including such disclosure as the Company or the Seller may reasonably determine to be required to comply with its Exchange Act reporting obligations.

Section 5.4Entire Agreement.  This Agreement contains the entire agreement between the parties hereto and their affiliates with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous agreements related to the subject matter hereof.  This Agreement is executed without reliance upon any promise,

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warranty or representation by any party or any of its affiliates or any representative of any party or any of its affiliates other than those expressly contained herein.  The respective agreements, representations, warranties and other statements of the Company and the Seller, as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Company or the Seller or any of their respective officers, directors or affiliates, and shall survive delivery of and payment for the Repurchase Shares.  This Agreement may not be assigned by the Seller without the written consent of the Company or by the Company without the written consent of the Seller, and any such assignment without such written consent shall be void.

Section 5.5Amendment.  This Agreement may be amended only by written agreement of a subsequent date between the parties hereto.

Section 5.6Further Assurances.  Each party agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

Section 5.7Governing Law; Submission to Jurisdiction.  This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.  Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.

Section 5.8Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.

Section 5.9Counterparts.  This Agreement may be executed in one or more counterparts, including by facsimile or “.pdf” signature page, each of which constitutes an original and is admissible in evidence, and all of which constitute one and the same agreement.

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Section 5.10Expenses.  Each party shall bear its own expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Company and the Seller have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

KEURIG GREEN MOUNTAIN, INC.
By:	/s/ Frances G. Rathke
	Name:	Frances G. Rathke
	Title:	Chief Financial Officer and
		Treasurer
LUIGI LAVAZZA S.P.A.
By:	/s/ Antonio Baravalle
	Name:	Antonio Baravalle
	Title:	Chief Executive Officer

[Signature Page to Stock Repurchase Agreement]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

THIRD AMENDMENT TO THE
COMMON STOCK PURCHASE AGREEMENT

This Third Amendment to the Common Stock Purchase Agreement (this “Amendment”) is made and entered into as of February 21, 2015, by and between Keurig Green Mountain, Inc., a Delaware corporation (the “Company”), and Luigi Lavazza S.p.A., an Italian corporation (“Lavazza”), amending that certain Common Stock Purchase Agreement, dated as of August 10, 2010, as amended and in effect from time to time, between the Company and Lavazza (the “Purchase Agreement”).  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement.

WITNESSETH

WHEREAS, pursuant to the Purchase Agreement, Lavazza has certain rights and restrictions with respect to future issuances of the Company’s common stock, par value $0.10 (the “Common Stock”), by the Company;

WHEREAS, the parties wish to amend the Purchase Agreement to amend certain provisions of the Purchase Agreement in respect of such rights and restrictions; and

WHEREAS, as a condition to and concurrently with the execution of this Amendment, the Company and the Seller are entering into that certain Stock Repurchase Agreement.

AGREEMENT

NOW, THEREFORE, for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Lavazza agree as follows:

Section 1.Deletion of Existing Definitions.

1.1The definition of “Allotment” now appearing in Section 1 of the Purchase Agreement is hereby deleted in its entirety.

1.2The definition of “New Securities” now appearing in Section 1 of the Purchase Agreement is hereby deleted in its entirety.

1.3The definition of “Preemptive Rights Notice” now appearing in Section 1 of the Purchase Agreement is hereby deleted in its entirety.

Section 2.Amendment of Existing Definition.

2.1The definition of “Standstill Period” now appearing in Section 1 of the Purchase Agreement shall be amended and restated in its entirety as follows:

“‘Standstill Period’ shall mean the period from the Closing Date until March 28, 2016.”

Section 3.Deletion of Section 10.3 of the Purchase Agreement.  Section 10.3 of the Purchase Agreement is hereby deleted in its entirety, with no further force or effect, and shall be replaced by the notation “Section 10.3.  [Reserved]”.

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Section 4.Amendment to Section 11(d) of the Purchase Agreement.  Section 11(d) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(d) The purchase of any Additional Shares by Lavazza (under this Section 11) shall be subject to any necessary consents or approvals of, or filings or registrations with, any relevant Governmental Body (including any applicable filings under the HSR Act).”

Section 5.Time of Effectiveness.  This Amendment will become effective upon the Closing (as such term is defined in the Stock Repurchase Agreement) of the transactions contemplated by the Stock Repurchase Agreement.

Section 6.Miscellaneous Provisions.

6.1Effect of Amendment.  In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Purchase Agreement, the terms of this Amendment will control.  Except to the extent expressly modified herein or in conflict with the terms of this Amendment, the terms of the Purchase Agreement shall remain in full force and effect.

6.2Counterparts.  This Amendment may be executed in two counterparts, including by facsimile or “.pdf” signature page, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

6.3No Amendment.  No amendment, alteration or modification of any of the provisions of this Amendment will be binding unless made in writing and signed by each of the parties hereto.

6.4Entire Agreement.  This Amendment, the Purchase Agreement, the separate Common Stock Purchase Agreement, dated as of May 6, 2011, by and between the Company and Lavazza, the separate Common Stock Purchase Agreement, dated as of March 28, 2014, by and between the Company and Lavazza, the Confidentiality Agreement, and the Registration Rights Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

6.5Governing Law.  This Amendment will be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to the Common Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the time of its effectiveness in accordance with Section 5 hereof.

LUIGI LAVAZZA S.P.A.		KEURIG GREEN MOUNTAIN, INC.
By:	/s/ Antonio Baravalle	By:	/s/ Frances G. Rathke
Name:	Antonio Baravalle	Name:	Frances G. Rathke
Title:	Chief Executive Officer	Title:	Chief Financial Officer and Treasurer

[Signature Page to the Third Amendment to the Common Stock Purchase Agreement]

EX-99.1

Exhibit 99.1

Contact Information:

For Media:

Suzanne DuLong

T: 781-418-8075/E: pr@keurig.com

For Investors:

Kristi Bonner
T: 646-762-8095/E: Investor.Services@keurig.com

Keurig Green Mountain Announces Repurchase of Shares Held by Lavazza

WATERBURY, Vt. (February 23, 2015) — Keurig Green Mountain, Inc. (Keurig) (NASDAQ: GMCR), a leader in specialty coffee, coffee makers, teas and other beverages with its innovative brewing technology, today announced that on February 21, 2015 it entered into an agreement to repurchase approximately 5.2 million shares of Keurig common stock beneficially owned by Luigi Lavazza S.p.A. (“Lavazza”), at a purchase price of $119.18 per share.  The purchase price represents a 3.0% discount off the closing price of Keurig common stock on February 20, 2015. The repurchase will be financed through cash balances and Keurig’s existing credit facility.

In connection with the entry into the stock repurchase agreement, Keurig also announced that it has entered into an amendment to its existing common stock purchase agreement with Lavazza dated August 10, 2010.  The amendment eliminates Lavazza’s pre-emptive rights on future issuances of the Company’s common stock and will become effective as of the closing of the stock repurchase.

About Keurig Green Mountain, Inc.
As a leader in specialty coffee, coffee makers, teas and other beverages, Keurig Green Mountain (Keurig) (NASDAQ: GMCR), is recognized for its award-winning beverages, innovative brewing technology, and socially responsible business practices. The Company has inspired consumer passion for its products by revolutionizing beverage preparation at home and in the workplace. Keurig supports local and global communities by investing in sustainably-grown coffee and by its active involvement in a variety of social and environmental projects. By helping consumers drink for themselves, we believe we can brew a better world. For more information visit: www.KeurigGreenMountain.com. To purchase Keurig® products visit: www.Keurig.com or www.Keurig.ca.

Keurig routinely posts information that may be of importance to investors in the Investor Relations section of its website, www.KeurigGreenMountain.com, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news. Additionally, by subscribing to the Company’s automatic email news release delivery, individuals can receive news directly from Keurig as it is released.

Forward-Looking Statements
Certain information in this press release constitutes “forward-looking statements.”  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.”  However, the absence of these words or similar expressions

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does not mean that a statement is not forward-looking.  These statements may relate to: the expected impact of raw material costs and our pricing actions on our results of operations and gross margins, expected trends in net sales and earnings performance and other financial measures, the expected productivity and working capital improvements, the success of introducing and producing new product offerings, the impact of foreign exchange fluctuations, the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing, the expected results of operations of businesses acquired by us, our ability to issue debt or additional equity securities, projections for future capital expenditures, our expectations regarding purchasing shares of our common stock under the existing authorizations, projections of payment of dividends, the impact of pending shareholder litigation, and the impact of antitrust litigation pending against the Company in the United States and Canada.  A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur.  Management believes that these forward-looking statements are reasonable as and when made.  However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made.  We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.  These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” and Part II “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our fiscal 2014 Annual Report filed on Form 10-K, elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

KGM-G, KGM-US, KGM-CA

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