SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| 645 FIFTH AVENUE, 21ST FLOOR |
|
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DineEquity, Inc
[ DIN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/28/2012
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Restricted Stock Units |
|
02/28/2012 |
|
A |
|
1,910 |
|
|
|
Common Stock |
1,910 |
$0
|
1,910 |
I |
See Footnotes
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1. Name and Address of Reporting Person*
| 645 FIFTH AVENUE, 21ST FLOOR |
|
(Street)
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1. Name and Address of Reporting Person*
| 645 FIFTH AVENUE, 21ST FLOOR |
|
(Street)
|
1. Name and Address of Reporting Person*
| C/O MSD CAPITAL, L.P. |
| 645 FIFTH AVENUE, 21ST FLOOR |
(Street)
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| Explanation of Responses: |
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|
|
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| Remarks: |
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MSD Capital, L.P., By: MSD Capital Management LLC, Its General Partner, By: /s/ Marc R. Lisker,Title: Manager and General Counsel |
03/01/2012 |
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MSD SBI, L.P., By: MSD Capital, L.P., Its General Partner, By: MSD Capital Management LLC, Its General Partner, By: /s/ Marc R Lisker, Title: Manager and General Counsel |
03/01/2012 |
|
Michael S. Dell, By: /s/ Marc R. Lisker, Title: Attorney-in-Fact |
03/01/2012 |
|
** 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 Number. |
rrd301868_340521.html
EXHIBIT 24.1
POWER OF ATTORNEY
March 1, 2012
Know all men by these presents, that Michael S. Dell hereby constitutes and
appoints Marc R. Lisker, as the true and lawful attorney-in-fact and agent of
such party with full power and authority and full power of substitution and
resubstitution, for, in the name of, and on behalf of such party, place and
stead, in any and all capacities, (i) to execute any and all filings required by
such party under Section 13 or Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (or any similar rule with respect to
foreign exchanges) or any rule or regulation thereunder (including any
amendment, supplement, and/or exhibit thereto), for, in the name of, and on
behalf of such party, (ii) to do and perform any and all acts for, in the name
of, and on behalf of such party which said attorney-in-fact determines may be
necessary or appropriate to complete and execute any and all such filings,
amendments, supplements, and/or exhibits, and any and all other document(s) in
connection therewith, (iii) to file such filings, amendments, supplements,
exhibits, and/or documents with any governmental office or agency, whether U.S.,
foreign, state or local government (including, without limitation, the U.S.
Securities and Exchange Commission and state securities administrators or
commissions), or any stock exchange or stock quotation system (including,
without limitation, the New York Stock Exchange), as may be required under
applicable laws or rules and regulations of any stock exchange or stock
quotation system, and (iv) to perform any and all other acts that said
attorney-in-fact or agent determines may be necessary or appropriate in
connection with the foregoing that may be in the best interest of or legally
required by such party, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as such party might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent shall do or cause to be done
by virtue hereof. Michael S. Dell hereby acknowledges that the foregoing
attorney-in-fact and agent in serving in such capacity at the request of such
party, is not assuming any of the responsibilities of such party to comply with
Section 16 or Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.
This Power of Attorney shall remain in full force and effect until Michael S.
Dell is no longer required to file reports under Section 13 or Section 16 of the
Exchange Act (or any similar rule with respect to foreign exchanges) or any rule
or regulation thereunder (including any amendment, supplement, and/or exhibit
thereto), unless earlier revoked by Michael S. Dell in a signed writing
delivered to Marc R. Lisker.
IN WITNESS WHEREOF, Michael S. Dell has caused this agreement to be executed and
effective as of the date first written above.
Date: March 1, 2012 MICHAEL S. DELL
By: /s/ Michael S. Dell
----------------------------------
Name: Michael S. Dell
rrd301868_340610.html
EXHIBIT 99.1
JOINT FILER INFORMATION
Other Reporting Person(s)
1. MSD SBI, L.P.
-------------------------------------- ----------------------------------------
Item Information
-------------------------------------- ----------------------------------------
Name: MSD SBI, L.P.
-------------------------------------- ----------------------------------------
Address: 645 Fifth Avenue, 21st Floor, New York,
New York 10022
-------------------------------------- ----------------------------------------
Designated Filer: MSD Capital, L.P.
-------------------------------------- ----------------------------------------
Date of Event Requiring Statement February 28, 2012
(Month/Day/Year):
-------------------------------------- ----------------------------------------
Issuer Name and Ticker or Trading DineEquity, Inc. [DIN]
Symbol:
-------------------------------------- ----------------------------------------
Relationship of Reporting Person(s) 10% Owner
to Issuer:
-------------------------------------- ----------------------------------------
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
-------------------------------------- ----------------------------------------
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
-------------------------------------- ----------------------------------------
Signature: By: MSD Capital, L.P.
Its: General Partner
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
-------------------------------
Name: Marc R. Lisker
Title: Manager and General Counsel
Date: March 1, 2012
2. MICHAEL S. DELL
-------------------------------------- ---------------------------------------
Item Information
-------------------------------------- ----------------------------------------
Name: Michael S. Dell
-------------------------------------- ----------------------------------------
Address: c/o MSD Capital, L.P., 645 Fifth Avenue,
21st Floor, New York, New York 10022
-------------------------------------- ---------------------------------------
Designated Filer: MSD Capital, L.P.
-------------------------------------- ---------------------------------------
Date of Event Requiring Statement February 28, 2012
(Month/Day/Year):
-------------------------------------- ---------------------------------------
Issuer Name and Ticker or Trading DineEquity, Inc. [DIN]
Symbol:
-------------------------------------- ----------------------------------------
Relationship of Reporting Person(s) 10% Owner
to Issuer:
-------------------------------------- ----------------------------------------
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
-------------------------------------- ----------------------------------------
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
-------------------------------------- ----------------------------------------
Signature: By: /s/ Marc R. Lisker
-------------------------------
Name: Marc R. Lisker
Title: Attorney-in-Fact
Date: March 1, 2012
rrd301868_340611.html
EXHIBIT 99.2
JOINT FILING AGREEMENT
March 1, 2012
Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.
Date: March 1, 2012 MSD CAPITAL, L.P.
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
---------------------------------
Name: Marc R. Lisker
Title: Manager and General Counsel
MSD SBI, L.P.
By: MSD Capital, L.P.
Its: General Partner
By: MSD Capital Management LLC
Its: General Partner
By: /s/ Marc R. Lisker
---------------------------------
Name: Marc R. Lisker
Title: Manager and General Counsel
MICHAEL S. DELL
By: /s/ Marc R. Lisker
---------------------------------
Name: Marc R. Lisker
Title: Attorney-in-Fact
