Dine Brands Global, Inc. — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DineEquity, Inc (DIN)
CIK: 0000049754
Period of Report: 2012-08-02

Reporting Person: MSD CAPITAL L P (10% Owner)
Reporting Person: MSD SBI LP (10% Owner)
Reporting Person: DELL MICHAEL S (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	Total Return Equity Swap	$52.50	X	120188	Disposed	2018-09-17	Common Stock (120188)	Indirect
2012-08-02	Total Return Equity Swap	$52.50	X	36180	Disposed	2018-09-17	Common Stock (36180)	Indirect
2012-08-02	Total Return Equity Swap	$52.50	X	128400	Disposed	2018-09-17	Common Stock (128400)	Indirect

Footnotes

F1: On August 2, 2012, the Reporting Persons exercised their right to terminate and close out of each of their cash-settled total equity swap agreements ("Swaps") with Citibank, NA New York entered into on September 17, 2008, October 28, 2008 and November 20, 2008, respectively, covering an aggregate of 284,768 shares of the Issuer's Common Stock. The Swaps were settled at a price of $52.50.

F2: This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD SBI, L.P. ("MSD SBI") 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 ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

F3: 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 Securities Exchange Act of 1934, as amended, 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.