Statement of Changes in Beneficial Ownership (4)
September 16 2016 - 6:29PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Invus, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Blue Buffalo Pet Products, Inc.
[
BUFF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE INVUS GROUP, LLC, 750 LEXINGTON AVENUE, 30TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2016
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/16/2016
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S
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12512124
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D
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$24.8273
(1)
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87460875
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D
(2)
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This amount represents the $24.8273 sales price per share of common stock of the Issuer received by Invus, L.P. in connection with a secondary block trade which closed on September 16, 2016.
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(
2)
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These securities are directly held by Invus, L.P.
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(
3)
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Invus Advisors, L.L.C. is the general partner of Invus, L.P. Artal International S.C.A. is the managing member of Invus Advisors, L.L.C. The managing partner of Artal International S.C.A. is Artal International Management S.A., which is a wholly owned subsidiary of Artal Group S.A., which is a wholly owned subsidiary of Westend S.A., which is a wholly owned subsidiary of Stichting Administratiekantoor Westend ("Stichting"). Mr. Pascal Minne is the sole member of the board of the Stichting.
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(
4)
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Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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Remarks:
For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to an amended and restated investor rights agreement among the Issuer, Invus, L.P. and certain other stockholders of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Invus, L.P.
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE, 30TH FLOOR
NEW YORK, NY 10022
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X
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X
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Artal International S.C.A.
10-12 AVENUE PASTEUR, L-2310
LUXEMBOURG, N4
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X
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X
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Artal International Management S.A.
10-12 AVENUE PASTEUR, L-2310
LUXEMBOURG, N4
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X
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X
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Artal Group S.A.
10-12 AVENUE PASTEUR, L-2310
LUXEMBOURG, N4
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X
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X
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Westend S.A.
10-12 AVENUE PASTEUR, L-2310
LUXEMBOURG, N4
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X
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X
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Stichting Administratiekantoor Westend
IJSSELBURCHT 3
NL-6825 BS ARNHEM
THE NETHERLANDS, P7
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X
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X
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Minne Pascal
PLACE STE. GUDULE, 19
B-1000, BRUXELLES, C9
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X
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X
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Invus Advisors, L.L.C.
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE, 30TH FLOOR
NEW YORK, NY 10022
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X
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X
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Signatures
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INVUS, L.P., By: Invus Advisors, L.L.C., its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President
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9/16/2016
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**
Signature of Reporting Person
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Date
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INVUS ADVISORS, L.L.C., By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President
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9/16/2016
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**
Signature of Reporting Person
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Date
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ARTAL INTERNATIONAL S.C.A., By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner, By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director
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9/16/2016
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**
Signature of Reporting Person
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Date
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ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director
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9/16/2016
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**
Signature of Reporting Person
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Date
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ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person
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9/16/2016
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**
Signature of Reporting Person
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Date
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WESTEND S.A., By: /s/ Pascal Minne, Name: Pascal Minne, Title: Director
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9/16/2016
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**
Signature of Reporting Person
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Date
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STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Pascal Minne, Name: Pascal Minne, Title: Sole Member of the Board
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Pascal Minne
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9/16/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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