Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
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.
1.
|
NAMES OF REPORTING PERSONS
MWG GP LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
None
|
6.
|
SHARED VOTING POWER
4,778,484
|
7.
|
SOLE DISPOSITIVE POWER
None
|
8.
|
SHARED DISPOSITIVE POWER
4,778,484
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,778,484
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
1.
|
NAMES OF REPORTING PERSONS
Meritage Group LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
None
|
6.
|
SHARED VOTING POWER
4,778,484
|
7.
|
SOLE DISPOSITIVE POWER
None
|
8.
|
SHARED DISPOSITIVE POWER
4,778,484
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,778,484
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
12.
|
TYPE OF REPORTING PERSON*
IA
|
1.
|
NAMES OF REPORTING PERSONS
Meritage Fund LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
None
|
6.
|
SHARED VOTING POWER
4,692,741
|
7.
|
SOLE DISPOSITIVE POWER
None
|
8.
|
SHARED DISPOSITIVE POWER
4,692,741
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,692,741
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
Item 1(a). Name of Issuer:
DUNKIN’ BRANDS GROUP, INC.
Item 1(b). Address of Issuer’s
Principal Executive Offices:
130 Royall Street, Canton, Massachusetts
02021
Item 2(a). Name of Person
Filing:
This Schedule 13G is jointly filed by MWG
GP LLC, Meritage Group LP, and Meritage Fund LLC.
Item 2(b). Address of Principal
Business Office or, if None, Residence:
The principal business address of MWG GP
LLC, Meritage Group LP and Meritage Fund LLC is One Ferry Building, Suite 375, San Francisco, California 94111.
Item 2(c). Citizenship:
Please refer to Item 4 on each
cover sheet for each reporting person.
Item 2(d). Title of Class
of Securities:
Common Stock, $0.001 par value per share.
Item 2(e). CUSIP Number:
265504100
Item 3. If this Statement
is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
o
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
Please refer to Item 9 on each
cover sheet for each reporting person.
Please refer to Item 11 on each
cover sheet for each reporting person. The percentages reported herein are based on 91,734,638 shares of common stock of the Issuer
outstanding as of October 28, 2016, as reported in the Issuer’s Form 10-Q filed November 2, 2016.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
Please refer to Item 5 on each
cover sheet for each reporting person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
Please refer to Item 6 on each
cover sheet for each reporting person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
Please refer to Item 7 on each
cover sheet for each reporting person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Please refer to Item 8 on each
cover sheet for each reporting person.
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following.
o
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
None.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification
and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
MWG GP LLC
|
|
|
|
February 13, 2017
|
|
(Date)
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
|
Meritage Group LP
|
|
|
|
By: MWG GP LLC, its general partner
|
|
|
|
February 13, 2017
|
|
(Date)
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
|
Meritage Fund LLC
|
|
|
|
February 13, 2017
|
|
(Date)
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i)
a statement on Schedule 13G (including amendments thereto) with respect to Common Stock, $0.001 par value per share, in DUNKIN’
BRANDS GROUP, INC., a Delaware corporation, filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint
Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(ii) of the
Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making
the filing unless such person knows or has reason to believe such information is inaccurate.
This Joint Filing Agreement may be executed
in any number of counterparts all of which together shall constitute one and the same instrument.
[Signature Page
Follows]
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of this 13th day of February 2017.
|
MWG GP LLC
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
|
Meritage Group LP
|
|
|
|
By: MWG GP LLC, its general partner
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
|
Meritage Fund LLC
|
|
|
|
/s/ Mark Mindich
|
|
(Signature)
|
|
|
|
Mark Mindich, Chief Operating Officer
|
|
(Name/Title)
|
|
|