EFTA01381262

Form S-I Table of Contents THE OFFERING Common Stock offered by the Selling shares (or shares if the underwriters exercise their over-allotment option to purcham Stockholders additional shams from the selling stockholders in full). Common Stock Issued by us to Non- shares. See "LOYAL3 platform" below. Management Employees Common Stock to be Outstanding shares. after this Offering Use of Proceeds We will not receive any proceeds from the sale of shares of our common stock in this offering by the selling stockholders or from the issuance of shares to certain non-management employees. However. we will pay certain expenses. other than undenvriting discounts and commissions, associated with this offering. See "Use of Procimds.- Clint rolled Unnipany Upon the closing of this offering. our Sponsor o ill own approximately million shares, or %, of our outstanding common stock. As a result. o c will be a "controlled company- within the meaning of the listing rules. and therefore will be exempt from certain of the corporate governance listing requirements. of the NASDAQ Global Select Market, or NASDAQ. LOYAL3 platform At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus to be offerod to certain non-management employees and our customers, partners and individual investors through the LOYAL3 platform. Any purchases of shares in this offering through the LOYAL3 platform will be at the initial public offering price. Up to of the shams offered through the LOYAL3 platform will be allocated among certain non-management employees in amounts determined by us. Such employees will not be required to pay for these shams. See "Underwriting." Risk Factors Investing in shares of our common stock involves a high degree of risk. See "Risk Factors" beginning on page 17 of this prospectus for a discussion of factors you should carefully consider before investing in shares of our common stock. NASDAQ trading ”niid "BUFF." In this prospectus. the number of shares of our common stock to be outstanding after this offering is based on the number of shares of our common stock outstanding as of . 2015. and excludes: shares of common stock issuable upon exercise of stock options outstanding as of , 201$ under our 2012 Blue Buffalo Pet Products, Inc. Stock Purchase and Option Plan, or the 2012 Plan, at a weighted average exercise price of $ per sham; and shares of common stock reserved as of the closing date of this offering for future issuance under our 2015 Omnibus Incentive Plan, or the 2015 Plan. II httpAnnv.see.gov/Archivasfedgar/datail609989/000119312515218883/d734898dsl.ht47/20/2015 10:30:13 AMI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080098 SDNY GM_00226282 EFTA01381262