Dine Brands Global, Inc. — Director's Dealing 2017

Apr 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DineEquity, Inc (DIN)
CIK: 0000049754
Period of Report: 2017-04-07

Reporting Person: MSD CAPITAL L P (Director)
Reporting Person: MSD SBI LP (Director)
Reporting Person: DELL MICHAEL S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-07	Restricted Stock Units (Dividend Equivalent Rights)	$	A	34.867	Acquired		Common Stock (34.867)	Indirect
2017-04-07	Restricted Stock Units (Dividend Equivalent Rights)	$	A	21.483	Acquired		Common Stock (21.483)	Indirect
2017-04-07	Restricted Stock Units (Dividend Equivalent Rights)	$	A	17.829	Acquired		Common Stock (17.829)	Direct

Footnotes

F1: As previously reported, Howard M. Berk was granted restricted stock units ("RSUs") on March 3, 2017 that will vest on March 3, 2020. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.

F2: As previously reported, Howard M. Berk was granted RSUs on February 26, 2016 that will vest on February 26, 2019. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.

F3: As previously reported, Howard M. Berk was granted RSUs on February 24, 2015 that will vest on February 24, 2018. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.

F4: 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. [footnote cont'd]

F5: [continuation] Mr. Berk is an employee of MSD Capital and each reporting person may be deemed to beneficially own securities owned by Mr. Berk.

F6: 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 (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.

F7: 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.