Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAIN CAPITAL INVESTORS LLC
  2. Issuer Name and Ticker or Trading Symbol
DUNKIN' BRANDS GROUP, INC. [DNKN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2011
(Street)

BOSTON, MA 02106
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 11/22/2011   S   6,213,892 D $ 24.7233 22,787,983 I See footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02106
    X    
Bain Capital Integral Investors 2006, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02106
    X    
BCIP TCV, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02106
    X    
BCIP Associates-G
200 CLARENDON STREET
BOSTON, MA 02106
    X    

Signatures

 By:/s/ Mark Nunnelly   11/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors 2006, LLC ("BC Integral"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC Integral. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 11/22/2011, BC Integral sold 6,146,703 shares of Common Stock. Following such sale, BC Integral held 22,572,471 shares of Common Stock.
(2) BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 11/22/2011, BCIP TCV sold 65,154 shares of Common Stock. Following such sale, BCIP TCV held 208,983shares of Common Stock.
(3) BCI is the managing general partner BCIP Associates-G ("BCIP G"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of it's pecuniary interest therein. On 11/22/2011, BCIP G sold 2,035 shares of Common Stock. Following such sale, BCIP G held 6,529 shares of Common Stock.

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