| 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DineEquity, Inc [ DIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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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) | 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 03/01/2011 | A | 1,773 | (4) | (4) | Common Stock | 1,773 | $0 | 1,773 | I | See Footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is jointly filed by and on behalf of each of MSD Capital, L.P., MSD SBI, L.P. and Michael S. Dell. MSD Capital is the general partner of MSD SBI and may be deemed to beneficially own securities owned by MSD SBI. MSD Capital Management LLC is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. |
| 2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| 3. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
| 4. On March 1, 2011, the issuer granted to Howard M. Berk 1,773 Restricted Stock Units ("RSUs") all of which will be settled upon vesting in cash. The RSUs are subject to forfeiture and restrictions and will vest on March 1, 2014 if Mr. Berk continues to serve as a member of the issuer's board of directors until such date. Mr. Berk is an employee of MSD Capital and each reporting person may be deemed to beneficially own securities owned by Mr. Berk. |
| Remarks: |
| Exhibit Index Exhibit 24.1 - Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Securities and Exchange Commission) Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filing Agreement (furnished herewith) |
| 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 | 03/03/2011 | |
| 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 | 03/03/2011 | |
| Michael S. Dell, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Attorney-in-Fact | 03/03/2011 | |
| ** 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. | ||
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 | March 1, 2011 | |||
Statement (Month/Day/Year): |
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| Issuer Name and Ticker or | DineEquity, Inc. [DIN] | |||
Trading Symbol: |
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| Relationship of Reporting | 10% Owner | |||
Person(s) to Issuer: |
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| If Amendment, Date Original | Not Applicable | |||
Filed (Month/Day/Year): |
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| Individual or Joint/Group Filing: | Form filed by More than One Reporting Person | |||
Signature:
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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 3, 2011 | |||
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 | March 1, 2011 | |||
Statement (Month/Day/Year): |
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| Issuer Name and Ticker or | DineEquity, Inc. [DIN] | |||
Trading Symbol: |
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| Relationship of Reporting | 10% Owner | |||
Person(s) to Issuer: |
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| If Amendment, Date Original | Not Applicable | |||
Filed (Month/Day/Year): |
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| Individual or Joint/Group Filing: | Form filed by More than One Reporting Person | |||
Signature: |
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| By: | /s/ Marc R. Lisker | |||
| Name: | Marc R. Lisker | |||
| Title: | Attorney-in-Fact | |||
| Date: | March 3, 2011 | |||
EXHIBIT 99.2
JOINT FILING AGREEMENT
March 3, 2011
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 3, 2011 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