J M SMUCKER Co — Director's Dealing 2015

Sep 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: J M SMUCKER Co (SJM)
CIK: 0000091419
Period of Report: 2015-09-25

Reporting Person: Blue Holdings I, L.P. (10% Owner)
Reporting Person: Blue Holdings GP, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-25	Common Stock, without par value	S	8277495	$113.31	Disposed	3861650	Direct

Footnotes

F1: 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.

F2: Blue Holdings directly holds all of the shares of Common Stock reported herein. Blue Holdings GP, LLC is the general partner of Blue Holdings. Prior to the sale reported herein, a private investor group, including KKR 2006 Fund L.P. and Vestar/Blue Investments I L.P. held interests in Blue Holdings GP, LLC.

F3: 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, Blue Holdings GP, LLC, KKR 2006 Fund L.P. or Vestar/Blue Investments I L.P. or any of their respective affiliates that hold interests in Blue Holdings or Blue Holdings GP, LLC are the beneficial owners of any securities reported herein, and each such person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.