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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 per share | 12/15/2020 | J | 2,712,255(1) | D | (1) | 12,067,745 | D(2) | |||
Common Stock, par value $0.01 per share | 12/15/2020 | J | 2,712,255(1) | A | (1) | 466,301,200 | I | See footnote(3) | ||
Common Stock, par value $0.01 per share | 12/17/2020 | J | 35,385(1) | D | (1) | 12,032,360 | D(2) | |||
Common Stock, par value $0.01 per share | 12/17/2020 | J | 35,385(1) | A | (1) | 466,301,200 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. JAB Holdings B.V. ("JAB Holdings") agreed to exchange (the "Exchanges"), (i) on December 15, 2020, 2,712,255 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") and (ii) on December 17, 2020, 35,385 Shares, held directly by JAB Holdings, for minority shareholders' equity interests in Acorn Holdings B.V. ("Acorn"). There was no net change in JAB Holdings' total pecuniary interest in the Shares. The Exchanges are part of the Reporting Persons' previously disclosed intention to convert the final portion of Acorn's minority shareholders' shares into Shares held directly. The Shares received by the minority shareholders of Acorn in the Exchanges will be subject to a lock-up arrangement pursuant to which up to one-third of the Shares may be sold on or after June 19, 2021, up to another one-third of the Shares may be sold on or after August 28, 2021 and the remaining one-third of the Shares may be sold on or after November 28, 2021. |
2. These Shares are held by JAB Holdings. On the basis of each other Reporting Person's direct or indirect interest in JAB Holdings, each other Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Holdings. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
3. These Shares are held by Maple Holdings B.V. ("Maple Holdings"). On the basis of each Reporting Person's indirect interest in Maple Holdings, each Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
/s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. | 12/17/2020 | |
/s/ Joachim Creus, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. | 12/17/2020 | |
/s/ Constantin Thun, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. | 12/17/2020 | |
/s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. | 12/17/2020 | |
/s/ Joachim Creus, Authorized Representative of Lucresca SE | 12/17/2020 | |
/s/ Joachim Creus, Authorized Representative of Agnaten SE | 12/17/2020 | |
** 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 Number. |