0001209191-18-042048.txt : 20180710 0001209191-18-042048.hdr.sgml : 20180710 20180710074012 ACCESSION NUMBER: 0001209191-18-042048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180709 FILED AS OF DATE: 20180710 DATE AS OF CHANGE: 20180710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baldwin James L. JR CENTRAL INDEX KEY: 0001432449 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33829 FILM NUMBER: 18945821 MAIL ADDRESS: STREET 1: 5301 LEGACY DR. CITY: PLANO STATE: TX ZIP: 75024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Keurig Dr Pepper Inc. CENTRAL INDEX KEY: 0001418135 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 753258232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 53 SOUTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-418-7000 MAIL ADDRESS: STREET 1: 53 SOUTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: Dr Pepper Snapple Group, Inc. DATE OF NAME CHANGE: 20080108 FORMER COMPANY: FORMER CONFORMED NAME: CSAB Inc. DATE OF NAME CHANGE: 20071109 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-09 0 0001418135 Keurig Dr Pepper Inc. KDP 0001432449 Baldwin James L. JR 5301 LEGACY DRIVE PLANO TX 75024 0 1 0 0 Executive Vice President Common Stock 2018-07-09 4 M 0 3261 0.00 A 94838 D Common Stock 2018-07-09 4 J 0 177 0.00 A 95015 D Common Stock 2018-07-09 4 M 0 3329 0.00 A 98344 D Common Stock 2018-07-09 4 J 0 100 0.00 A 98444 D Common Stock 2018-07-09 4 M 0 9033 0.00 A 107477 D Common Stock 2018-07-09 4 J 0 43 0.00 A 107520 D Common Stock 2018-07-09 4 M 0 6876 79.20 A 114396 D Common Stock 2018-07-09 4 M 0 20148 91.98 A 134544 D Common Stock 2018-07-09 4 M 0 21107 94.62 A 155651 D Common Stock 2018-07-09 4 M 0 5730 0.00 A 161381 D Common Stock 2018-07-09 4 M 0 5716 0.00 A 167097 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 3261 0.00 D Common Stock 3261 0 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 3329 0.00 D Common Stock 3329 0 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 9033 0.00 D Common Stock 9033 0 D Employee Stock Option (Right to Buy) 79.20 2018-07-09 4 M 0 6876 0.00 D 2025-03-02 Common Stock 6876 0 D Employee Stock Option (Right to Buy) 91.98 2018-07-09 4 M 0 20148 0.00 D 2026-03-02 Common Stock 20148 0 D Employee Stock Option (Right to Buy) 94.62 2018-07-09 4 M 0 21107 0.00 D 2027-03-02 Common Stock 21107 0 D Pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018, (the "Merger Agreement"), by and among Maple Parent Holdings Corp., a Delaware corporation ("Maple Parent"), DPS and Salt Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of DPS ("Merger Sub"), Merger Sub merged on July 9, 2018 with and into Maple Parent (the "Merger"), with Maple Parent surviving the Merger as a wholly-owned subsidiary of DPS. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding Restricted Stock Unit ("RSU") of DPS vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares underlying such DPS RSU, and (ii) an amount in cash equal to the number of shares underlying such DPS RSU multiplied by the special cash dividend per share amount. These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (1) above. These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (3) above. These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (5) above. Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding DPS stock option was converted into a right of the holder of such DPS stock option to receive as soon as administratively practicable following the effective time (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS stock option, and (ii) an amount in cash equal to the number of shares underlying such DPS stock option multiplied by the difference between the special cash dividend per share amount and the exercise price per share of such DPS stock option as of immediately prior to the record date for the special cash dividend. Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding Performance Stock Unit ("PSU") (with DPS PSUs vesting at target performance levels or at such higher performance levels as may be required pursuant to the applicable terms of a DPS benefit plan) vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS PSU, and (ii) an amount in cash equal to the number of shares underlying such DPS PSU multiplied by the special cash dividend per share amount. Each restricted stock unit represented a contingent right to receive one share of the Issuer's Common Stock and was granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009. These restricted stock units were to vest on March 2, 2019. These restricted stock units were to vest on March 4, 2020. These restricted stock units were to vest on March 4, 2021. This option was granted on March 2, 2015 pursuant to Issuer's Omnibus Stock Incentive Plan of 2009 and is fully vested. This option was granted March 2, 2016 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2017. This option was granted on March 2, 2017 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2018. James L. Baldwin 2018-07-10 EX-24 2 attachment1.htm EX-24 DOCUMENT

LIMITED POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and
appoints Kristin E. Blazewicz, as the undersigned's true and lawful
attorney-in-fact to:
       (1)	Prepare and file with the Securities & Exchange Commission ("SEC") an
Application for Edgar Access (Form ID) for the undersigned and any forms of
filings to be made with the SEC to register the undersigned as an electronic
filer;
       (2)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or ten percent stockholder of Keurig Dr
Pepper Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder, as amended from
time to time;
       (3)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, including a Form ID, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.
       (5)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information.
       The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
       In consideration of the attorney-in-fact acting on the undersigned's
behalf pursuant to this Power of Attorney, the undersigned hereby agrees to
indemnify and hold harmless such attorney-in-fact, each substitute
attorney-in-fact, and each of their respective heirs, executors, legal
representatives, successors, and assigns from and against the entirety of any
and all losses, claims, causes of action, damages, fines, defense costs, amounts
paid in settlement, liabilities, and expenses, including reasonable attorneys'
fees and expenses (collectively, "Losses"), relating to or arising out of the
exercise of this Power of Attorney by such attorney-in-fact or substitute
attorney-in-fact, and will reimburse each such indemnified person for all Losses
as they are incurred by such indemnified person in connection with any pending
or threatened claim, action, suit, proceeding, or investigation with which such
indemnified person is or is threatened to be made a party.  The undersigned will
not, however, be responsible for any losses that are finally determined by a
court of competent jurisdiction to have resulted solely from such
attorney-in-fact's or substitute attorney-in-fact's bad faith or willful
misconduct.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 9th day of July, 2018.




By:    /s/  James L. Baldwin
       Name: James. L. Baldwin