- Statement of Ownership (SC 13G)
February 08 2012 - 5:34PM
Edgar (US Regulatory)
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CUSIP No.
252603105
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13G
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Page 2 of 10
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SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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Information
to be Included in Statements Filed Pursuant to §240.13d-1(b), (c)
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and
(d) and Amendments Thereto Filed Pursuant to §240.13d-2
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Under
the Securities Exchange Act of 1934
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(Amendment No.)*
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Diamond Foods Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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252603105
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(CUSIP Number)
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January 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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(x) Rule 13d-1(b)
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( ) Rule 13d-1(c)
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( ) Rule 13d-1(d)
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*The remainder
of this cover page shall be filled out for a reporting persons 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).
(Continued on following page(s))
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CUSIP No.
252603105
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13G
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Page 3 of 10
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1.
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NAMES OF REPORTING PERSONS
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TIAA-CREF Investment
Management, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a) ( )
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(b) ( )
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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1,650,451
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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1,650,451
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,650,451
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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7.48%
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12.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.
252603105
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13G
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Page 4 of 10
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1.
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NAMES OF REPORTING PERSONS
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College Retirement
Equities Fund- Stock Account
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a) ( )
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(b) ( )
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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New York
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,508,338
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,508,338
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9.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,508,338
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
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SHARES
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( )
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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6.84%
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12.
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TYPE OF REPORTING PERSON
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IV
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CUSIP No.
252603105
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13G
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Page 5 of 10
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1.
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NAMES OF REPORTING PERSONS
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Teachers Advisors, Inc.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a) ( )
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(b) ( )
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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645,193
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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645,193
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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645,193
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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2.92%
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12.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.
252603105
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13G
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Page 6 of 10
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Item 1(a).
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NAME OF ISSUER:
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Diamond
Foods Inc.
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Item 1(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE
OFFICES:
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600
Montgomery Street, 13
th
Floor
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San
Francisco, CA 94111
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Items 2(a)-2(c).
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NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE,
AND CITIZENSHIP OF PERSONS FILING:
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TIAA-CREF
Investment Management, LLC (Investment Management)
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730 Third
Avenue
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New York, NY
10017-3206
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Citizenship:
Delaware
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College
Retirement Equities Fund-Stock Account (CREF Stock Account)
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730 Third
Avenue
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New York, NY
10017-3206
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Citizenship:
New York
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Teachers
Advisors, Inc. (Advisors)
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730 Third
Avenue
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New York, NY
10017-3206
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Citizenship:
Delaware
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock
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Item 2(e).
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CUSIP NUMBER:
252603105
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO
RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
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Investment Management
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(a)
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( )
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Broker or dealer
registered under Section 15 of the Exchange Act.
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(b)
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( )
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Bank as
defined in Section 3(a)(6) of the Exchange Act.
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(c)
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( )
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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( )
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Investment
Company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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(x)
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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( )
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An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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( )
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A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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( )
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A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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CUSIP No.
252603105
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13G
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Page 7 of 10
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(i)
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( )
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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.
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(j)
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( )
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Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
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CREF Stock Account
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(a)
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( )
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Broker or
dealer registered under Section 15 of the Exchange Act.
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(b)
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( )
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Bank as
defined in Section 3(a)(6) of the Exchange Act.
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(c)
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( )
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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(x)
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Investment
Company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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( )
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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( )
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An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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( )
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A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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( )
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A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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( )
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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.
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(j)
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( )
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Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
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Advisors
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(a)
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( )
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Broker or
dealer registered under Section 15 of the Exchange Act.
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(b)
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( )
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Bank as
defined in Section 3(a)(6) of the Exchange Act.
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(c)
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( )
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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( )
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Investment
Company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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(x)
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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( )
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An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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( )
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A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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( )
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A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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( )
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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.
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(j)
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( )
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Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to Rule 13d-1(c), check this box. ( )
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CUSIP No.
252603105
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13G
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Page 8 of 10
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Item 4.
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OWNERSHIP
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(a)
Aggregate amount beneficially owned:
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2,295,644
(See Exhibit A attached)
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(b) Percent
of class:
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10.41%
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(c) Number
of shares as to which person has:
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Investment Management
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CREF- Stock Account
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Advisors
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Sole Voting
Power:
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1,650,451
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0
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645,193
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Shared
Voting Power:
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0
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1,508,338
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0
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Sole
Dispositive Power:
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1,650,451
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0
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645,193
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Shared
Dispositive Power:
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0
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1,508,338
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0
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
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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 ( ).
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
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See Exhibit
A attached
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON.
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Not
Applicable
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
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Not
Applicable
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not
Applicable
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CUSIP No.
252603105
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13G
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Page 9 of 10
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Item 10.
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CERTIFICATIONS.
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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,
other than activities solely in connection with nomination under §240.14a-11
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SIGNATURE.
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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.
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Date: February 8, 2012
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TIAA-CREF
INVESTMENT MANAGEMENT, LLC
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By:
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/s/ Richard
Biegen
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Richard
Biegen, Chief Compliance Officer
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COLLEGE
RETIREMENT EQUITIES FUND-STOCK ACCOUNT
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By:
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/s/ Richard
Biegen
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Richard Biegen,
Chief Compliance Officer
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TEACHERS
ADVISORS, INC.
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By:
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/s/ Richard
Biegen
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Richard
Biegen, Managing Director,
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Senior
Compliance Officer
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CUSIP No.
252603105
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13G
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Page 10 of 10
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EXHIBIT A
ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC
(Investment Management) is the investment adviser to the College Retirement
Equities Fund (CREF), a registered investment company, and may be deemed to be
a beneficial owner of 1,650,451 shares of Issuers common stock owned by CREF.
Teachers Advisors, Inc. (Advisors) is the investment adviser to three
registered investment companies, TIAA-CREF Funds (Funds), TIAA-CREF Life Funds
(Life Funds), and TIAA Separate Account VA-1 (VA-1), as well as
the TIAA-CREF Asset Management Commingled Funds Trust I (TCAM Funds), and may
be deemed to be a beneficial owner of 645,193 shares of Issuers common stock owned
separately by Funds, Life Funds, VA-1 and TCAM Funds. Investment Management and Advisors
are reporting their combined holdings for the purpose of administrative convenience. These
shares were acquired in the ordinary course of business, and not with the purpose or
effect of changing or influencing control of the Issuer. Each of Investment Management and
Advisors expressly disclaims beneficial ownership of the others securities holdings
and each disclaims that it is a member of a group with the other.
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