J M SMUCKER Co — Director's Dealing 2015

Jul 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: J M SMUCKER Co (SJM)
CIK: 0000091419
Period of Report: 2015-07-15

Reporting Person: AlpInvest US Holdings, LLC (May be a member of a 13(d) gro)
Reporting Person: AlpInvest Partners Blue Co-Invest LLC (May be a member of a 13(d) gro)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-15	Common Stock, Without par value	S	3010781	$103.82	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 as part of a sale by Blue Holdings of an aggregate of 4,921,934 shares of Common Stock. Blue Holdings directly owns all of the shares of Common Stock reported in this statement. Centerview Capital, L.P. and certain of its affiliated investment funds hold limited partner interests in Blue Holdings. Blue Holdings directly owns all of the shares of Common Stock reported herein. AlpInvest Partners Blue Co-Invest LLC holds limited partner interests in Blue Holdings.

F3: The manager of AlpInvest Partners Blue Co-Invest LLC is AlpInvest US Holdings, 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.