UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Diamond Foods Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
252603105
(CUSIP Number)
John Wahl
350 Indiana Street, Suite 750
Golden, CO 80401
303 262 0707
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 252603105
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13G
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Page 2 of 4 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Computershare Trust Company, N.A., as escrow agent for the settlement fund in In re Diamond Foods, Inc. Securities
Litigation, Case No. 11-cv -05386 – WHA, Northern District of California. IRS ID No. 90-1034208
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
Organized under the laws of the United States
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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
4,450,000
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2%
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12.
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TYPE OF REPORTING PERSON (see instructions)
BK
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CUSIP No. 252603105
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13G
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Page 3 of 4 Pages
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Item 1.
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(a)
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Name of Issuer
Diamond Foods Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
600 Montgomery Street, 13
th
Floor, San Francisco, CA 94111
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Item 2.
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(a)
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Name of Person Filing
Computershare Trust Company, N.A., as escrow agent for the settlement fund in In re Diamond Foods, Inc. Securities
Litigation, Case No. 11-cv -05386 – WHA, Northern District of California.
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(b)
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Address of the Principal Office or, if none, residence
250 Royall Street, Canton, MA 02021
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(c)
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Citizenship
Organized under the laws of the United States
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(d)
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Title of Class of Securities
Common Stock , par value $0.001 per share
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(e)
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CUSIP Number
252603105
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Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 4,450,000
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(b)
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Percent of class: 14.2%
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(c)
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Number of shares as to which the person has: 00,000
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(i)
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Sole power to vote or to direct the vote 4,450,000.
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(ii)
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Shared power to vote or to direct the vote 0
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(iii)
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Sole power to dispose or to direct the disposition of 0.
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(iv)
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Shared power to dispose or to direct the disposition of 0.
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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
¨
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Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Pursuant to the Stipulation
of Settlement in
In Re Diamond Foods, Inc. Securities Litigation
Case No. 11-cv -05386 – WHA, Northern District of
California (the “Litigation”), which was first publicly announced on August 22, 2013, and approved by the Court on
January 10, 2014, a Settlement Fund was established and Diamond Foods, Inc. deposited 4,450,000 shares into the Settlement Fund
on February 21, 2014. Pursuant to the Stipulation of Settlement and the Court’s order approving the settlement, Computershare
Trust Company, N.A., as the escrow agent, holds those shares for the benefit of, and until distribution of the Settlement Fund
to, members of the class certified in the Litigation who submit claims with respect to the Settlement Fund. The Settlement Fund,
including the shares held by the escrow agent, will be distributed to authorized claimants upon completion of the claims process
and upon further order of the Court. Until such distribution, the escrow agent has sole voting power over the shares in the Settlement
Fund, but must vote such shares in the same proportion as the votes cast by all other Diamond shareholders. Furthermore, the escrow
agent may not sell shares except under certain limited circumstances set forth in the Stipulation of Settlement as directed by
the parties to the Stipulation of Settlement.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
n/a
Item 8. Identification and Classification of Members of the Group.
n/a
Item 9. Notice of Dissolution of Group.
n/a
Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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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.
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(b)
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(c):
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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.
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CUSIP No. 252603105
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13G
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Page 4 of 4 Pages
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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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3/7/2014
Date
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/s/ John Wahl
Signature
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Vice President & Trust Officer
Name/Title
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