San Diego law firm files class action suit against Green Mountain Coffee, Stiller sells 5 million shares
Tue May 8 2012
The same day a class action lawsuit was filed in US District Court in Vermont against Green Mountain Coffee Roasters Inc, the founder of the Waterbury based company, Robert Stiller, filed documents with the Securities & Exchange Commission that he sold 5 million shares in the company for $125.5 million.
The lawsuit, filed Monday, (see release below) is in response to a steep drop in the share price of the company’s stock, which peaked at over $115 last September. However, GMCR has been under investor assault since last fall and the stock has tumbled over the last six months. The closing price Monday was $24.30. It climbed slightly in after-hours trading. GMCR opened at $24.86 Tuesday. It closed at $26.38, up $2.08 (8.56%). Stiller sold his shares at $25.1 per share (see chart below).
Bloomberg.com indicated that Stiller's sale was a "margin call," meaning he was required to sell some shares because his GMCR stock was used as collateral for a loan related to Heritage Aviation, of which he is the principal investor. (Bloomberg story)
The second quarter earnings report was filed May 2. (STORY)
Press Release
New York – May 7, 2012 – Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) (http://www.rgrdlaw.com/cases/gmcr/) today announced that a class action has been commenced in the United States District Court for the District of Vermont on behalf of purchasers of Green Mountain Coffee Roasters, Inc. (“GMCR” or the “Company”) (NASDAQ:GMCR) common stock during the period between February 2, 2012 and May 2, 2012 (the “Class Period”).
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Samuel H. Rudman or David A. Rosenfeld of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com. If you are a member of this class, you can view a copy of the complaint as filed or join this class action online at http://www.rgrdlaw.com/cases/gmcr/. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges GMCR and certain of its officers and directors with violations of the Securities Exchange Act of 1934. GMCR describes itself as a leader in the specialty coffee and coffee maker businesses.
The complaint alleges that, during the Class Period, defendants issued materially false and misleading statements regarding the Company’s growth and demand for its products. Specifically, defendants misrepresented and/or failed to disclose the following adverse facts: (i) that demand for the Company’s brewers and portion packs had slowed; (ii) that the Company’s models for predicting consumer demand were flawed and ineffective; and (iii) as a result of the foregoing, Defendants lacked a reasonable basis for their positive statements about the Company and its prospects.
On May 2, 2012, after the close of regular market trading, GMCR issued a press release announcing its financial performance for the second quarter of fiscal 2012, which fell short of its prior guidance and also revised downward the Company’s guidance for the full fiscal year 2012. Following this announcement, on the next day of trading, May 3, 2012, shares of GMCR stock basically halved themselves – tumbling $23.65 per share, or 48%, to close at $25.87 per share from the prior day’s close of $49.52 per share.
Plaintiff seeks to recover damages on behalf of all purchasers of GMCR common stock during the Class Period (the “Class”). The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.
Robbins Geller represents U.S. and international investors and consumers in contingency based complex litigation. With nearly 200 attorneys in nine offices, the firm represents more institutional investors and pension funds in securities and corporate litigation than any other law firm in the world. Not only has the firm obtained six of the largest recoveries in history, but the firm has been ranked number one in the number of shareholder class action recoveries in MSCI’s Top SCAS 50 every year since 2003. According to Cornerstone Research, the firm’s recoveries have averaged 35% above the median for all firms over the past seven years (2005-2011). Please visit http://www.rgrdlaw.com for more information.
SEC Filing
| UNITED STATES | OMB APPROVAL | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: | 3235-0101 | |||||||
| Washington, D.C. 20549 | Expires: | February 28, 2014 | |||||||
| Estimated average burden | |||||||||
| FORM 144 | hours per response | 1.00 | |||||||
| NOTICE OF PROPOSED SALE OF SECURITIES | SEC USE ONLY | ||||||||
| PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | DOCUMENT SEQUENCE NO. | ||||||||
| CUSIP NUMBER | |||||||||
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ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. |
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| 1 (a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT. NO. | (c) S.E.C. FILE NO | WORK LOCATION | ||||||
| Green Mountain Coffee Roasters Inc | 1-12340 | ||||||||
| 1 (d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO | ||||
| 33 COFFEE LANE | WATERBURY | VT | 05676 | 800-545-2326 | |||||
| 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) RELATIONSHIP TO ISSUER | (c) ADDRESS STREET | CITY | STATE | ZIP CODE | ||||
| ROBERT P. STILLER | CHAIRMAN | 33 COFFEE LANE | WATERBURY | VT | 05676 | ||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3 ( a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
| Title of the | Number of Shares | Aggregate | Number of Shares | Approximate | Name of Each | ||
| Class of |
Name and Address of Each Broker Through Whom the |
Broker-Dealer |
or Other Units | Market | or Other Units | Date of Sale | Securities |
| Securities To Be Sold |
Securities are to be Offered or Each Market Maker |
File Number | To Be Sold | Value | Outstanding | (See instr. 3(f)) | Exchange |
| who is Acquiring the Securities | (See instr. 3(c)) | (See instr. 3(d)) | (See instr. 3(e)) | (MO. DAY YR.) | (See instr. 3(g)) | ||
| COMMON |
DEUTSCHE BANK 345 PARK AVE NEW YORK, NY 10154 |
5,000,000 | $125,500,000 | 155,350,001 | 5/7/2012 | NASDAQ |
| INSTRUCTIONS: | ||||||
| 1. | (a) | Name of issuer | 3. |
(a) |
Title of the class of securities to be sold |
|
| (b) | Issuer’s I.R.S. Identification Number |
(b) |
Name and address of each broker through whom the securities are intended to be sold |
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| (c) | Issuer’s S.E.C. file number, if any |
(c) |
Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Issuer’s address, including zip code |
(d) |
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice | |||
| (e) | Issuer’s telephone number, including area code | (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |||
| (f) |
Approximate date on which the securities are to be sold |
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| 2. | (a) | Name of person for whose account the securities are to be sold |
(g) |
Name of each securities exchange, if any, on which the securities are intended to be sold | ||
| (b) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | |||||
| (c) | Such person’s address, including zip code | |||||
| Potential persons who are to 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. | SEC 1147 (08-07) |
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
|
Title of the Class |
Date you Acquired |
Nature of Acquisition Transaction |
Name of Person from Whom Acquired ( If gift, also give date donor acquired ) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment |
| COMMON | 08/03/1981 | PURCHASE | COMPANY | 5,000,000 | 08/03/1981 | Cash |
| INSTRUCTIONS: | I f the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. |
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale |
Amount of Securities Sold |
Gross Proceeds |
|
Robert Stiller 33 Coffee Lane Waterbury, VT 05676 |
Green Mountain Coffee Roasters | 2/15/2012 | 500,000 | $32,919,052.04 |
|
Robert Stiller 33 Coffee Lane Waterbury, VT 05676 |
Green Mountain Coffee Roasters | 2/24/2012 | 500,000 | $33,291,695.33 |
EXPLANATION OF RESPONSES:
REMARKS:
PURSUANT TO MARGIN SELL-OUT
| INSTRUCTIONS: | ATTENTION: | |
| See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. | The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. |
| May 07, 2012 | /s/ Robert P. Stiller | ||||
| DATE OF NOTICE | (SIGNATURE) | ||||
| DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 |
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. |
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| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |