SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Torres Flavio

(Last)

(First)

(Middle)

C/O THE KRAFT HEINZ COMPANY

ONE PPG PLACE, SUITE 3200

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Global Chf Sply Chn Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2022		A		5,488⁽¹⁾	A	$0	172,807⁽²⁾	D
Common Stock	03/01/2022		A		10,342⁽³⁾	A	$0	183,149	D
Common Stock	03/01/2022		A		3,084⁽⁴⁾	A	$38.68	186,233	D
Common Stock	03/01/2022		A		10,279⁽⁵⁾	A	$0	196,512	D
Common Stock	03/01/2022		A		45,415⁽⁶⁾	A	$0	241,927	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$38.68	03/01/2022		A		2,744		03/01/2025⁽⁷⁾	03/01/2032	Common Stock	2,744	$0	2,744	D

Explanation of Responses:

1. Subject to the terms and conditions of the applicable award agreement, these restricted stock units are scheduled to settle in stock 100% on March 1, 2025.

2. Includes an additional 6,599 shares acquired through a dividend reinvestment program.

3. Subject to the terms and conditions of the applicable award agreement, these restricted stock units are scheduled to settle in stock 75% on March 1, 2025 and 25% on March 1, 2026.

4. Common stock issued pursuant to the compensation committee approved Issuer's Bonus Swap Program.

5. Subject to the terms and conditions of the applicable award agreement, these restricted stock units awarded pursuant to the Issuer's Bonus Swap Program are scheduled to settle in stock 100% on March 1, 2025.

6. Represents the number of shares earned under performance share units granted on June 1, 2020 for which the first of two performance periods has been completed and achievement certified, and which earned units vest and settle with respect to 50% of the earned shares on June 1, 2022, and the remaining 50% of the earned shares in two equal installments on June 1, 2023 and June 1, 2024, in each case subject to the terms and conditions of the applicable award agreement.

7. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2025.

Remarks:

	/s/ Heidi Miller, by Power of Attorney	03/03/2022
	** 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).
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