Edgar Filing: Bishop Family Limited Partnership

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bishop Family Limited Partnership

2. Issuer Name and Ticker or Trading Symbol
Blue Buffalo Pet Products, Inc. [BUFF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

321 BROADWAY

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2018

(Street)

SARATOGA SPRINGS, NY 12866

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	04/24/2018		D⁽¹⁾		12,147,914	D	⁽²⁾	0	D ⁽³⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bishop Family Limited Partnership 321 BROADWAY SARATOGA SPRINGS, NY 12866	X	X

Signatures

THE BISHOP FAMILY LIMITED PARTNERSHIP, By: The William W. Bishop Children's Spray Trust,as general partner, By: /s/ Stephen J. Saft, Name: Stephen J. Saft, Title: Trustee		04/24/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
(2)	At the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes.
(3)	Reflects shares held directly by The Bishop Family Limited Partnership (the "Family LP"). The general partner of the Family LP is The William W. Bishop Children's Spray Trust (the "General Partner"). The General Partner disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. The Reporting Persons may be deemed to be directors by deputization by virtue of the Family LP's right to appoint a director to the board of directors of the Issuer.
Remarks: Name and Address of Reporting Person(s) and Relationship of Reporting Person(s) to Issuer: BISHOP FAMILY LIMITED PARTNERSHIP 321 Broadway, Saratoga Springs, NY 12866 Director and 10% Owner and WILLIAM W. BISHOP CHILDREN'S SPRAY TRUST c/o Stephen J. Saft, Withers Bergman LLP 660 Steamboat Road, Greenwich, CT 06830 Director and 10% Owner

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