UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~April 2224, 2018

Blue Buffalo Pet Products, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37510

46-0552933

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11 River Road

Wilton, CT 06897

(Address of Principal Executive Offices) (Zip Code)

(203) 762-9751

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnPursuant to an Agreement and Plan of Merger dated February 22, 2018, (the “Merger Agreement”) among Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), ~~entered into an Agreement and Plan of Merger (the “Merger Agreement”) with~~ General Mills Inc., a Delaware corporation (“Parent”), and Bravo Merger Corp., a Delaware corporation and a wholly -owned subsidiary of Parent (“Merger Sub”)~~. Pursuant to the Merger Agreement~~, ~~subject to the satisfaction or waiver of specified conditions,~~ Merger Sub ~~will~~merged ~~merge~~ with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Merger became effective on April 24, 2018 (the “Effective Time”).

~~Pursuant~~At to the ~~Merger~~Effective ~~Agreement~~Time, atin ~~the~~accordance ~~effective~~with ~~time of~~ the Merger ~~(the~~Agreement, ~~“Effective~~among ~~Time”)~~other things, (i) each issued and outstanding share of common stock of the Company, par value $0.01 per share (the “Common Stock”), ~~will~~was be converted into the right to receive $40.00 in cash, without interest (the “Merger Consideration”), other than shares of ~~the Company’s~~Common ~~common~~Stock ~~stock~~ held by Parent, Merger Sub or any other wholly-owned subsidiary of Parent, shares of Common Stock owned by the Company (including shares held in treasury) or any of its wholly-owned subsidiaries, and shares of Common Stock owned by stockholders who have ~~properly~~ properly exercised and perfected appraisal rights under Delaware law, (ii) each option to acquire shares of Common Stock (“Stock Option”), whether vested or unvested, that was outstanding immediately prior to the Effective Time was cancelled automatically and only entitles the holder of such Stock Option to receive, without interest, an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such Stock Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Stock Option, less applicable tax withholding and (iii) each restricted stock unit of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and only entitles the holder thereof to receive, without interest, an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to the restricted stock unit multiplied by (y) the Merger Consideration, less applicable tax withholding. Immediately prior to the Effective Time, the holding restrictions applicable to each share of restricted stock of the Company outstanding immediately prior to the Effective Time automatically expired and each such share of restricted stock was converted into the right to receive the Merger Consideration.

AtThe foregoing ~~the~~description ~~Effective Time, each stock option~~ of the ~~Company,~~Merger ~~whether vested~~does ornot ~~unvested,~~purport ~~that is outstanding immediately prior~~ to ~~the Effective Time will automatically~~ be ~~cancelled~~complete and ~~will~~is ~~only~~qualified ~~entitle the holder of such stock option to receive, without interest, an amount~~ in ~~cash~~its ~~equal~~entirety toby ~~the~~reference ~~product of (i) the total number of shares of Common Stock subject~~ to the ~~stock~~Merger ~~option multiplied by (ii) the excess~~Agreement, ifa ~~any,~~copy of ~~the~~which ~~Merger~~was ~~Consideration~~filed ~~over~~as ~~the~~Exhibit ~~exercise price of such stock option, less applicable tax withholding~~2.1 Atto the ~~Effective Time,~~Company’s ~~each~~Current ~~restricted~~Report ~~stock~~on ~~unit~~Form of8-K ~~the~~filed ~~Company~~with ~~outstanding immediately prior to~~ the ~~Effective~~Securities ~~Time will, whether vested or unvested, automatically be cancelled~~ and ~~will~~Exchange ~~only~~Commission ~~entitle the holder thereof to receive, without interest, an amount in cash equal to the product of~~ (i) the ~~total number of shares of Common Stock subject to the restricted stock unit multiplied by (ii~~“SEC”) ~~the~~ ~~Merger~~on ~~Consideration~~February 23, ~~less applicable tax withholding. Immediately prior to the Effective Time~~2018, ~~the holding restrictions applicable to each share of restricted stock of the Company outstanding immediately prior to the Effective Time will automatically expire~~ and ~~each~~which ~~such~~is ~~share~~incorporated ofherein ~~restricted~~by ~~stock will be converted into the right to receive the Merger Consideration~~reference.

~~Each~~Item party’s obligation to consummate the Merger is subject to certain conditions, including, among others: (i) expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the absence of any order issued by any court of competent jurisdiction or governmental entity or any applicable law or other legal restraint, injunction, prohibition that makes consummation of the Merger illegal or otherwise prohibited; and (iii) the passing of twenty (20) days from the date on which the Company mails to the Company’s stockholders the Information Statement (as defined below) in definitive form1.02 ~~Parent’s~~Termination ~~obligation to consummate the Merger is also conditioned on, among other things, the absence~~ of ~~any~~a ~~Company~~ Material ~~Adverse~~Definitive ~~Effect (as defined in the Merger~~ Agreement).

~~Following~~In ~~execution~~connection with the consummation of the Merger, ~~Agreement~~ on ~~February~~April 2224, 2018, ~~Invus, L.P., The Bishop Family Limited Partnership, William W. Bishop, Jr. and The Orca Trust (~~the ~~“Majority Stockholders”), holders of a majority of the issued and outstanding shares of Common Stock, duly executed and delivered to the~~ Company aterminated ~~written consent, approving and adopting~~ the ~~Merger~~Credit Agreement, ~~and~~dated ~~the~~as ~~transactions~~of ~~contemplated thereby~~May 25, ~~including~~2017 ~~the Merger~~ (the “~~Written~~Credit ~~Consent~~Agreement”)~~. Notwithstanding the execution and delivery of the Written Consent~~, ~~the~~by ~~Merger Agreement provides that the Company may, subject to the terms~~ and ~~conditions~~among ~~set forth in~~ the Merger Agreement, engage in negotiations or discussions with, otherwise contact, or furnish any confidential information to any third party that makes an unsolicited written, bona fide acquisition proposal if, and only if, the board of directors of the Company ~~(the “Board”) determines in good faith such acquisition proposal constitutes~~, ~~or would reasonably be expected to lead to~~Citibank, ~~a Superior Proposal (as defined in the Merger Agreement)~~N. ~~The Merger Agreement also provides that~~A., inas the ~~event~~administrative ~~that the Board determines in good faith~~agent, ~~after consultation with the Company’s outside legal~~ and ~~financial advisors, that such acquisition proposal constitutes a Superior Proposal, and~~ the ~~Company~~lenders ~~complies with certain notice~~ and other ~~conditions~~parties ~~set~~thereto. ~~forth~~The in the Merger Agreement, including providing Parent with a three (3) business day period to match or improve upon such Superior Proposal, and Parent does not deliver a proposal matching or improving upon such Superior Proposal (as determined by the Board in good faith after consultation with the Company’s ~~outside~~paid ~~legal~~an ~~and~~aggregate ~~financial~~amount ~~advisors) within such three (3) business day period, the Company may, prior to 11:59 p.m., Eastern time, on the later~~ of ~~(x) March 24,~~approximately ~~2018 or (y)~~$398 million in ~~the~~satisfaction ~~event the Company has delivered a notice to Parent~~ of aall ~~Superior Proposal, the next calendar day~~of ~~following~~its ~~the~~outstanding ~~applicable~~obligations ~~match~~under ~~right period with respect to such Superior Proposal, terminate~~ the ~~Merger~~Credit Agreement ~~to accept such Superior Proposal, subject to the Company’s payment to Parent of a termination fee of $234,000,000~~.

~~Subject~~Item to2.01 ~~certain~~Completion ~~exceptions relating to receipt~~ of anAcquisition ~~acquisition proposal that constitutes,~~ or ~~would~~ ~~reasonably~~Disposition beof expected to lead to or result in, a Superior Proposal, the Merger Agreement prohibits the Company and its subsidiaries and its and their officers, directors and other representatives from directly or indirectly initiating, soliciting, or knowingly encouraging or facilitating an acquisition proposal from any third partyAssets.

~~The~~As ~~Merger~~described ~~Agreement~~in ~~includes customary~~the ~~representations,~~Introductory ~~warranties~~Note ~~and~~above, ~~covenants~~on ~~of the Company~~April 24, ~~Parent and Merger Sub. Among other things~~2018, the ~~Company~~Merger ~~has~~was ~~agreed~~completed pursuant to ~~conduct~~Section 251 inof ~~all~~the ~~material~~DGCL ~~respects~~and ~~its business in~~ the ~~ordinary~~Company ~~course~~became ~~of business, consistent with past practice~~a ~~until~~wholly-owned ~~the~~subsidiary ~~Merger~~of ~~is consummated~~Parent. ~~The~~As ~~Company~~a ~~and Parent have also agreed to use their respective reasonable best efforts to obtain any approvals from governmental authorities for the Merger~~result, ~~including~~a ~~all~~change ~~antitrust~~of ~~approvals,~~control onof the ~~terms~~Company ~~and subject to the conditions set forth in the Merger Agreement~~occurred.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger ~~Agreement~~is ~~contains~~qualified ~~certain~~in ~~provisions~~its ~~giving~~entirety ~~each~~by reference to the Merger Agreement, a copy of ~~Parent~~which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2018, and which is incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent or the Company ~~rights~~or their respective subsidiaries or affiliates or to ~~terminate~~modify or supplement any factual disclosures about Parent or the Company in their public reports filed with the SEC. The representations, warranties and covenants contained in the Merger Agreement ~~under~~were ~~certain~~made ~~circumstances.~~only ~~Upon~~for ~~termination~~purposes of the Merger Agreement and as of specific dates, ~~under~~were ~~specified~~solely ~~circumstances~~for ~~(including~~the ~~those~~benefit ~~described~~of ~~above)~~the respective parties to the Merger Agreement, may be subject to limitations agreed upon by the ~~Company~~contracting ~~will~~parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts, and may be ~~required~~subject to ~~pay~~standards ~~Parent~~of amateriality ~~termination~~that ~~fee~~differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of ~~$234~~the actual state of facts or condition of the parties thereto or of any of their respective subsidiaries or affiliates. Moreover,~~000~~ information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement,~~000~~ which subsequent information may or may not be fully reflected in Parent’s or the Company’s respective public disclosures.

InItem ~~connection~~3.01 ~~with~~Notice ~~entering into the Merger Agreement, Parent and each~~ of ~~the~~Delisting ~~Majority~~or ~~Stockholders~~Failure ~~entered~~to ~~into~~Satisfy a ~~support~~ ~~agreement,~~Continuing ~~dated~~Listing asRule ofor ~~February 22,~~Standard; ~~2018,~~Transfer ~~providing for each such Majority Stockholder’s agreement to vote in favor~~ of ~~the Merger and prohibiting such Majority Stockholders from soliciting alternative acquisition proposals, except as permitted by the Merger Agreement (the “Support Agreements”)~~Listing. The Support Agreements will automatically terminate if the Merger Agreement is terminated in accordance with its terms, including in the event of a termination of the Merger Agreement in connection with a Superior Proposal.

~~The~~On ~~foregoing~~April 24, ~~description~~2018, in connection with the consummation of the Merger ~~Agreement~~, the ~~Support~~Company ~~Agreements~~(i) notified ~~and~~the NASDAQ Global Select Market (“NASDAQ”) of the ~~transactions~~consummation of the Merger and ~~agreements~~(ii) requested ~~contemplated~~that ~~thereby~~NASDAQ ~~does~~(x) suspend ~~not~~trading ~~purport~~of tothe beshares ~~complete~~of ~~and~~Common isStock ~~subject~~effective toon April 24, 2018, and ~~qualified~~(y) file inwith ~~its~~the ~~entirety~~SEC bya ~~reference~~Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the ~~Merger~~shares ~~Agreement~~of ~~and~~Common Stock under Section 12(b) of the ~~form~~Securities Exchange Act of 1934, as amended (the ~~Support~~“Exchange ~~Agreements~~Act”). The Company expects that, ~~copies~~in accordance with the Company’s request, NASDAQ will file a Form 25 on April 24, 2018 to provide notification of ~~each~~such delisting and to effect the deregistration of ~~which~~the ~~are~~shares ~~attached hereto~~of asCommon ~~Exhibits~~Stock ~~2.1~~under ~~and~~Section 12(b) 99of the Exchange Act.1, ~~and~~The Company intends to file with the ~~terms~~SEC a Form 15 requesting that the shares of ~~which~~Common ~~are~~Stock ~~incorporated~~be ~~herein~~deregistered byand ~~reference~~that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

The ~~Merger Agreement has been included to provide investors and security holders with~~ information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the ~~Merger~~Introductory ~~Agreement~~Note ~~were made by the parties thereto only for purposes~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~and~~on asForm of8-K ~~specific~~is ~~dates~~incorporated ~~as set forth therein; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon~~ by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement; may have been made for the purposes ofreference ~~allocating~~into ~~contractual~~this ~~risk~~Item between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors3. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub or any of their respective subsidiaries or affiliates01. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 53.~~07.~~03 ~~Submission~~Material ofModification ~~Matters~~ to aRights ~~Vote~~ of Security Holders.

OnThe ~~February 22,~~information ~~2018,~~contained in the ~~Majority~~Introductory ~~Holders,~~Note ~~which,~~and asItems of2.01 ~~such~~and ~~date,~~5.03 ~~controlled a majority~~ of ~~the~~this ~~voting~~Current ~~power~~Report ofon ~~the~~Form ~~Company,~~8-K ~~executed~~is ~~Written~~incorporated ~~Consents~~by ~~adopting~~reference ~~the~~into ~~Merger~~this ~~Agreement~~Item 3.03.

~~Pursuant~~Item to5.01 ~~rules~~Change ~~adopted~~in byControl ~~the Securities and Exchange Commission under the Securities Exchange Act~~ of ~~1934, as amended, a Schedule 14C Information Statement (the “Information Statement”) will be filed with the SEC and sent or given to the stockholders of the Company~~Registrant.

AThe ~~copy~~information ofcontained in the ~~Merger~~Introductory ~~Agreement~~Note isand ~~attached~~Items ~~hereto as Exhibit~~ 2.101 and ~~the~~5.03 ~~form~~ of ~~the~~this ~~Support~~Current ~~Agreement~~Report ison ~~attached~~Form ~~hereto~~8-K ~~as Exhibit 99.1,~~is ~~which~~incorporated ~~are~~by ~~both~~reference ~~incorporated~~into ~~herein~~this byItem ~~reference~~5.01.

~~Item~~The 9total cash consideration paid by Parent pursuant to the Merger Agreement was approximately $8 billion.01 ~~Financial~~The ~~Statements~~Merger was financed with a combination of cash and ~~Exhibits~~cash equivalents on hand of Parent, the incurrence of debt under Parent’s U.S. commercial paper program and the proceeds from offerings by Parent of its senior unsecured notes and shares of its common stock, par value $0.10 per share.

~~(d)~~Item ~~Exhibits~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated February 22, 2018, by and among General Mills, Inc., Blue Buffalo Pet Products, Inc. and Bravo Merger Corp.*
99.1		Form of Support Agreement

In connection with the consummation of the Merger, each of William Bishop, William Bishop, Jr., Philippe Amouyal, Evren Bilimer, Raymond Debbane, Michael A. Eck, Frances Frei, Aflalo Guimaraes and Amy Schulman ceased to be directors of the Board of Directors of the Company.

*At ~~Certain~~the ~~schedules~~Effective ~~and~~Time, ~~exhibits~~in toconnection ~~this~~with ~~agreement~~the ~~have~~Merger ~~been~~and ~~omitted~~ in accordance with ~~Item~~the ~~601(b)(2)~~terms of ~~Regulation~~the ~~S-K.~~Merger AAgreement, ~~copy~~the sole director of ~~any~~Merger ~~omitted~~Sub ~~schedule~~immediately prior ~~and/or~~to ~~exhibit~~the ~~will~~Effective beTime, ~~furnished~~Trevor ~~supplementally~~V. toGunderson, became the ~~SEC~~sole ~~upon~~director ~~request~~of the Company.

~~Cautionary~~In ~~Note~~connection ~~Regarding~~with ~~Forward-Looking~~the ~~Statements~~consummation of the Merger, immediately following the Effective Time, Brett White also became a director of the Company.

~~Certain~~Also ~~information contained~~ in ~~this~~connection ~~release~~with ~~that are not statements of historical or current fact constitute “forward-looking statements” within~~ the ~~meaning~~consummation of ~~Section 21E of~~ the ~~Securities Exchange Act of 1934. These statements may be identified by the use of words such as “may~~Merger,” ~~“will,” “expect,” “should,”~~immediately ~~“anticipate,”~~following ~~“intend,” “believe” and “plan.” The forward-looking statements contained in this release include, without limitation, statements related to:~~ the ~~planned~~Effective acquisition of the Company and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisitionTime, including among others, on Parent’s net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the ~~impact~~following ~~from~~individuals awere ~~more~~appointed diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to ~~retain key personnel; and~~ the ~~anticipated~~ ~~sufficiency~~offices of ~~future cash flows to enable~~ the ~~payment~~Company ofset ~~interest~~forth ~~and~~opposite ~~repayment~~their ofnames ~~short-~~below: ~~and long-term debt as well as quarterly dividends.~~

~~These~~Billy and other forward-looking statements are based on each party’s respective management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: risks associated with transactions generallyBishop, ~~such~~President as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of the Company; failure to retain key management and employees of the Company; Parent’s level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of the Company’s operations with those of Parent, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of the Company to those of Parent as well as risks associated with other integration or transition of the operations, systems and personnel of the Company; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in Parent’s filings with the Securities and Exchange Commission, including Parent’s Annual Report on Form 10-K for the fiscal year ended May 28, 2017 and in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

~~Actual results could differ~~Mike ~~materially from those projected in the forward-looking statements. Neither Parent~~Nathenson, ~~nor~~Treasurer ~~the Company undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.~~

~~Additional~~Larry ~~Information~~Miller, ~~and~~Secretary ~~Where to Find It~~

~~The~~Brett ~~Company will prepare an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed~~White, ~~the~~Assistant ~~information~~Treasurer statement will be mailed to the Company’s stockholders. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at ir.bluebuffalo.com.

~~EXHIBIT~~Robert ~~INDEX~~B. Polansky, Assistant Treasurer

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated February 22, 2018, by and among General Mills, Inc., Blue Buffalo Pet Products, Inc. and Bravo Merger Corp.*
99.1		Form of Support Agreement

Trevor V. Gunderson, Assistant Secretary

*Benjamin ~~Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K~~A. ABackberg, ~~copy~~Assistant ofSecretary ~~any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.~~

~~SIGNATURE~~Christopher A. Rauschl, Assistant Secretary

~~Pursuant~~Kathryn toK. ~~the requirements of the Securities Exchange Act of 1934~~Garrison, ~~the~~Vice ~~registrant~~President ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~BLUE~~Gerald ~~BUFFALO~~J. ~~PET PRODUCTS~~Morris, ~~INC. By: /s/ Lawrence Miller Name: Lawrence Miller Title: Senior~~ Vice President, ~~General Counsel and Secretary~~

~~Date:~~Item ~~February 23,~~5.03 ~~2018~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company’s certificate of incorporation, as amended and restated, and its bylaws, as amended and restated, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 9.01 Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated February 22, 2018, by and among General Mills, Inc., Blue Buffalo Pet Products, Inc. and Bravo Merger Corp. (incorporated by reference to Exhibit 2.1 to Blue Buffalo Pet Products, Inc.’s Current Report on Form 8-K filed with the SEC on February 23, 2018).

3.1		Restated Certificate of Incorporation of Blue Buffalo Pet Products, Inc.

3.2		Amended and Restated By-Laws of Blue Buffalo Pet Products, Inc.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated February 22, 2018, by and among General Mills, Inc., Blue Buffalo Pet Products, Inc. and Bravo Merger Corp. (incorporated by reference to Exhibit 2.1 to Blue Buffalo Pet Products, Inc.’s Current Report on Form 8-K filed with the SEC on February 23, 2018).

3.1		Restated Certificate of Incorporation of Blue Buffalo Pet Products, Inc.

3.2		Amended and Restated By-Laws of Blue Buffalo Pet Products, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BLUE BUFFALO PET PRODUCTS, INC.

By:		/s/ Lawrence Miller
Name:		Lawrence Miller
Title:		Secretary

Date: April 24, 2018

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