FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nathenson Michael 		2. Issuer Name and Ticker or Trading Symbol

Blue Buffalo Pet Products, Inc. [ BUFF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO and Treasurer
(Last)          (First)          (Middle)

C/O BLUE BUFFALO PET PRODUCTS, INC., 11 RIVER ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2018
(Street)

WILTON, CT 06897
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/24/2018     D (1)    53571   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units     (3) 4/24/2018     D   (1)       5467      (4)   (4) Common Stock   5467.0     (5) 0   D    
Restricted Stock Units     (3) 4/24/2018     D   (1)       4994      (6)   (6) Common Stock   4994.0     (5) 0   D    
Stock Option (Right to Buy)   $25.57   4/24/2018     D   (1)       36207      (7) 4/1/2026   Common Stock   36207.0     (8) 0   D    
Stock Option (Right to Buy)   $23.0   4/24/2018     D   (1)       33318      (9) 3/31/2027   Common Stock   33318.0     (8) 0   D    
Stock Option (Right to Buy)   $5.6   4/24/2018     D   (1)       436191      (10) 12/18/2022   Common Stock   436191.0     (8) 0   D    

Explanation of Responses:
(1)  On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
(2)  At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").
(3)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
(4)  These RSUs were to vest on April 1, 2019.
(5)  Each RSU, whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSU to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, less applicable tax withholding.
(6)  These RSUs were to vest on March 31, 2020.
(7)  These options were to vest on April 1, 2019.
(8)  At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less applicable tax withholding.
(9)  These options were to vest on March 31, 2020.
(10)  Reflects an initial option grant with respect to 803,300 shares vested in five equal annual installments beginning on December 18, 2013.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nathenson Michael
C/O BLUE BUFFALO PET PRODUCTS, INC.
11 RIVER ROAD
WILTON, CT 06897

EVP, CFO and Treasurer

Signatures
/s/ Karen M. McCarthy, as Attorney-in-Fact 4/24/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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