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: KKR Fund Holdings L.P. (10% Owner)
Reporting Person: KKR Fund Holdings GP Ltd (10% Owner)
Reporting Person: KKR Group Holdings L.P. (10% Owner)
Reporting Person: KKR Group Ltd (10% Owner)
Reporting Person: KKR & Co. L.P. (10% Owner)
Reporting Person: KKR Management LLC (10% Owner)
Reporting Person: KRAVIS HENRY R (10% Owner)
Reporting Person: ROBERTS GEORGE R (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	0	Indirect

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: These shares represent shares of Common Stock that were sold by Blue Holdings. Prior to the sale, Blue Holdings directly owned all of the shares of Common Stock reported herein. Prior to the sale, KKR 2006 Fund L.P. and certain of its affiliates held limited partner interests in Blue Holdings and KKR 2006 Fund L.P. held membership interests in, and had the right to appoint managers to the board of, Blue Holdings GP, LLC, the general partner of Blue Holdings.

F3: The general partner of KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.

F4: Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. 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, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F5: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR 2006 Fund L.P., KKR Associates 2006 L.P. and KKR 2006 GP LLC have filed a separate Form 4.