SEC FORM 3 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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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2011
3. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC. [ DNKN ]
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, $.001 par value 31,004,248(1) I See Footnote(2)
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*
THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEE THOMAS H EQUITY FUND V LP

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEE THOMAS H PARALLEL FUND V LP

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEE THOMAS H EQUITY CAYMAN FUND V LP

(Last) (First) (Middle)
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEE THOMAS H INVESTORS LP

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Putnam Investment Holdings, LLC

(Last) (First) (Middle)
ONE POST OFFICE SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Putnam Investments Employees Securities CO I LLC

(Last) (First) (Middle)
ONE POST OFFICE SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Putnam Investments Employees Securities CO II LLC

(Last) (First) (Middle)
ONE POST OFFICE SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THL EQUITY ADVISORS V LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote (1).
2. See Exhibit 99.1 for text of footnote (2).
Remarks:
Exhibit 99.2 (Joint Filer Information) is incorporated herein by reference.
Thomas H. Lee Advisors, LLC, by: /s/ Charles P. Holden 07/22/2011
** 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 5 (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.
mm07-2711dnkn_3e991.htm
Exhibit 99.1


Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011



Footnotes to Form 4


(1) This statement is being filed by Thomas H. Lee Advisors, LLC (“Advisors”), THL Equity Advisors V, LLC (“Advisors V”), Thomas H. Lee Equity Fund V, L.P. (“Fund V”), Thomas H. Lee Parallel Fund V, L.P. (“Parallel Fund V”), Thomas H. Lee Equity (Cayman) Fund V, L.P. (“Cayman Fund V;” together with Fund V and Parallel Fund V, the “Funds”), Thomas H. Lee Investors Limited Partnership (“Investors”), Putnam Investment Holdings, LLC (“Putnam Holdings”), Putnam Investments Employees' Securities Company I LLC (“ESC I”) and Putnam Investments Employees Securities Company II LLC (“ESC II”).  Represents shares of the Issuer held by the Funds, Investors, Putnam Holdings, ESC I and ESC II.

(2) Advisors is the general partner of Thomas H. Lee Partners, L.P.  Thomas H. Lee Partners, L.P. is the manager of Advisors V, which, in turn, is the general partner of Fund V, Parallel Fund V and Cayman Fund V.  Investors, Putnam Holdings, ESC I and ESC II are co-investment entities of the Funds and are contractually obligated to dispose of securities on a pro rata basis with the THL Funds.  Due to these relationships, Advisors may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds, Investors, Putnam Holdings, ESC I and ESC II.

Each of Advisors, Advisors V, the Funds, Investors, Putnam Holdings, ESC I and ESC II disclaims beneficial ownership of the shares listed in the report, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
mm07-2711dnkn_3e992.htm
Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
THL Equity Advisors V, LLC
   
Address of Joint Filer:
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

 
THL EQUITY ADVISORS V, LLC
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner

 
By: __/s/ Charles P. Holden______________
      Name:  Charles P. Holden
      Title:  Managing Director
 
Dated:  July27, 2011


 
1

 

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
Thomas H. Lee Equity Fund V, L.P.
   
Address of Joint Filer:
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE EQUITY FUND V, L.P.
By: THL Equity Advisors V, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner


By: __/s/ Charles P. Holden______________
      Name:  Charles P. Holden
      Title:  Managing Director

Dated: July 27, 2011



 
2

 

Exhibit 99.2

Joint Filer Information

(continued)




Name of Joint Filer:
Thomas H. Lee Parallel Fund V, L.P.
   
Address of Joint Filer:
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE PARALLEL FUND V, L.P.
By: THL Equity Advisors V, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner


By: ___/s/ Charles P. Holden__________________
      Name:  Charles P. Holden
      Title:  Managing Director

Dated: July 27, 2011



 
3

 

Exhibit 99.2

Joint Filer Information

(continued)




Name of Joint Filer:
Thomas H. Lee Equity (Cayman) Fund V, L.P.
   
Address of Joint Filer:
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.
By: THL Equity Advisors V, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner


By: ____/s/ Charles P. Holden_________
      Name:  Charles P. Holden
      Title:  Managing Director

Dated: July 27, 2011



 
4

 

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
Thomas H. Lee Investors Limited Partnership
   
Address of Joint Filer:
100 Federal Street,  35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP
By: THL Investment Management Corp, its general partner



By: ____/s/ Charles P. Holden_________________
      Name:  Charles P. Holden
      Title:  Vice President

Dated: July 27, 2011


 
5

 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Putnam Investment Holdings, LLC
   
Address of Joint Filer:
One Post Office Square
 
Boston, MA  02109
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

PUTNAM INVESTMENT HOLDINGS, LLC
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact


By: ___/s/ Charles P. Holden________
      Name:  Charles P. Holden
      Title:  Managing Director

Dated: July 27, 2011


 
6

 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Putnam Investments Employees Securities Company I, LLC
   
Address of Joint Filer:
One Post Office Square
 
Boston, MA  02109
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC



Signature:

PUTNAM INVESTMENTS EMPLOYEES SECURITIES COMPANY I, LLC
By: Putnam Investment Holdings, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact


By: ___/s/ Charles P. Holden________
      Name:  Charles P. Holden
      Title:  Managing Director

Dated: July 27, 2011


 
7

 

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
Putnam Investments Employees Securities Company II, LLC
   
Address of Joint Filer:
One Post Office Square
 
Boston, MA  02109
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Dunkin’ Brands Group, Inc. [DNKN]
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
July 27, 2011
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

PUTNAM INVESTMENTS EMPLOYEES SECURITIES COMPANY II, LLC
By: Putnam Investment Holdings, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact



By: _____/s/ Charles P. Holden________
      Name:  Charles P. Holden
      Title:  Managing Director


Dated: July 27, 2011
 

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