FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DRISCOLL BRIAN J 		2. Issuer Name and Ticker or Trading Symbol

Diamond Foods Inc [ DMND ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O DIAMOND FOODS, INC., 600 MONTGOMERY STREET, 13TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2012
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/19/2012     A    22699   (1) A   (1) 135142   D    
Common Stock   12/19/2012     A    45466   (2) A   (2) 180608   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $14.67   12/19/2012     A      132855         (3) 12/18/2022   Common Stock   132855   $0   132855   D    

Explanation of Responses:
( 1)  Shares will vest, and the Issuer's right to repurchase the shares will lapse, over the 48-month period beginning on December 19, 2012, with one-fourth of the shares vesting every 12 months from that date, provided the executive officer remains in continuous service as an employee or consultant through each such date.
( 2)  Shares will vest, and the issuer's right to repurchase the shares will lapse, on December 19, 2016, provided that all or a portion of such shares may vest earlier upon satisfaction of performance conditions related to the Board determination that adjusted EBITDA performance has exceeded targets after two or three years, and provided that the executive officer remains in continuous service as an employee or consultant through such date.
( 3)  Options will vest and become exercisable as to one-fourth of the shares on December 19, 2013, and the remainder will vest and become exercisable ratably each calendar quarter over the following 36-month period, provided the executive officer remains in continuous service as an employee or consultant through each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DRISCOLL BRIAN J
C/O DIAMOND FOODS, INC.
600 MONTGOMERY STREET, 13TH FLOOR
SAN FRANCISCO, CA 94111 		X
President & CEO

Signatures
/s/ Brian J. Driscoll by Stephen Kim, Attorney-in-Fact 12/20/2012
** 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 4(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 control number.
(MM) (NASDAQ:DMND)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more (MM) Charts.
(MM) (NASDAQ:DMND)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more (MM) Charts.