GMCR (MM)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-123255) filed by Green Mountain Coffee Roasters, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on March 11, 2005 (the “Registration Statement”) to register an additional 300,000 shares of the Registrant’s Common Stock issuable under the Registrant’s 1998 Employee Stock Purchase Plan, as amended (the “Former ESPP”). Pursuant to Rule 416 of the Securities Act of 1933, as amended, the Registration Statement covers 3,750,000 additional shares of the Registrant’s Common Stock that became issuable as a result of stock splits that occurred after March 11, 2005 (3:1 stock split declared on July 6, 2007; 3:2 stock split declared on May 19, 2009; and 3:1 stock split declared on April 28, 2010). The Registrant previously filed a Registration Statement on Form S-8 (Registration No. 333-65321) with the Commission on October 5, 1998 to register 300,000 shares of the Registrant’s Common Stock issuable under the Former ESPP, all of which have been issued.  On March 13, 2008 the Registrant’s Board of Directors amended and restated the Former ESPP and renamed it the Green Mountain Coffee Roasters, Inc. Amended and Restated Employee Stock Purchase Plan.

On March 6, 2014, the Registrant’s stockholders approved each of the Registrant’s 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) and the Registrant’s 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP”).  The 2014 ESPP replaced the Former ESPP.  No additional shares of the Registrant’s Common Stock will be purchased by employees pursuant to the Former ESPP and the shares that were available for purchase under the Former ESPP immediately before March 6, 2014 are now issuable under the 2014 ESPP.  Pursuant to Instruction E to the General Instructions to Form S-8 and Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Commission’s Division of Corporation Finance (July 1997), (i) 1,216,051 of the unissued shares of the Registrant’s Common Stock previously registered pursuant to this Registration Statement with respect to the Former ESPP (the “Carryover Shares”) are being carried forward and deemed covered by the Registration Statement on Form S-8 relating to the 2014 Omnibus Plan and the 2014 ESPP that is being filed on the date hereof (the “2014 Registration Statement”) and (ii) the registration fees paid for the Carryover Shares from the Registration Statement are carried over to the 2014 Registration Statement.  The Registrant hereby de-registers the Carryover Shares as of the date of this post-effective amendment.