Edgar Filing: J M SMUCKER Co

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 ^*

Centerview Capital LP

2. Issuer Name and Ticker or Trading Symbol
J M SMUCKER Co [SJM]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be a member of 13(d) group

(Last)

(First)

(Middle)

C/O CENTERVIEW CAPITAL, 3 GREENWICH OFFICE PARK, 2ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2015

(Street)

GREENWICH, CT 06831

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, without par value	07/15/2015		S		907,556 ⁽²⁾	D	$ 103.82 ⁽¹⁾	0	I	Held through Blue Holdings I, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Centerview Capital LP C/O CENTERVIEW CAPITAL 3 GREENWICH OFFICE PARK, 2ND FLOOR GREENWICH, CT 06831				May be a member of 13(d) group
Centerview Capital GP, L.P. C/O CENTERVIEW CAPITAL 3 GREENWICH OFFICE PARK, 2ND FLOOR GREENWICH, CT 06831				May be a member of 13(d) group
Center Capital GP LLC C/O CENTERVIEW CAPITAL 3 GREENWICH OFFICE PARK, 2ND FLOOR GREENWICH, CT 06831				May be a member of 13(d) group
Centerview Capital Holdings LLC C/O CENTERVIEW CAPITAL 3 GREENWICH OFFICE PARK, 2ND FLOOR GREENWICH, CT 06831				May be a member of 13(d) group

Signatures

CENTERVIEW CAPITAL, L.P. By: Centerview Capital GP, L.P., its general partner By: Centerview Capital GP, LLC, its general partner By: /s/ Jeanne Vicari Name: Jeanne Vicari Title: Vice President		07/15/2015
^**Signature of Reporting Person		Date
CENTERVIEW CAPITAL GP, L.P. By: Centerview Capital GP, LLC, its general partner By: /s/ Jeanne Vicari Name: Jeanne Vicari Title: Vice President		07/15/2015
^**Signature of Reporting Person		Date
CENTERVIEW CAPITAL GP, LLC By: /s/ Jeanne Vicari Name: Jeanne Vicari Title: Vice President		07/15/2015
^**Signature of Reporting Person		Date
CENTERVIEW CAPITAL HOLDINGS, LLC By: /s/ Jeanne Vicari Name: Jeanne Vicari Title: Vice President		07/15/2015
^**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)	This amount represents the secondary price per share of common stock, without par value ("Common Stock"), of The J.M. Smucker Company (the "Issuer") received by Blue Holdings I, L.P. ("Blue Holdings") in an underwritten secondary block trade.
(2)	These shares represent shares of Common Stock that were sold by Blue Holdings as part of a sale by Blue Holdings of an aggregate of 4,921,934 shares of Common Stock. Blue Holdings directly owns all of the shares of Common Stock reported in this statement. Prior to the sale Centerview Capital, L.P. and certain of its affiliated investment funds held limited partner interests in Blue Holdings and Centerview Capital, L.P. (and one of its affiliated investment funds) held membership interests in, and had the right to appoint managers to the board of, Blue Holdings GP, LLC, the general partner of Blue Holdings.
(3)	The general partner of Centerview Capital, L.P. is Centerview Capital GP, L.P., the general partner of Centerview Capital GP, L.P. is Centerview Capital GP, LLC and the sole member of Centerview Capital GP, LLC is Centerview Capital Holdings, LLC.
(4)	Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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