0001209191-18-042051.txt : 20180710 0001209191-18-042051.hdr.sgml : 20180710 20180710075347 ACCESSION NUMBER: 0001209191-18-042051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180709 FILED AS OF DATE: 20180710 DATE AS OF CHANGE: 20180710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hancock Philip L CENTRAL INDEX KEY: 0001569254 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33829 FILM NUMBER: 18945836 MAIL ADDRESS: STREET 1: 5301 LEGACY DRIVE 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 1 0001418135 Keurig Dr Pepper Inc. KDP 0001569254 Hancock Philip L 5301 LEGACY DR. PLANO TX 75024 0 1 0 0 CEO, Bai Brands Common Stock 2018-07-09 4 M 0 2772 0.00 A 9978 D Common Stock 2018-07-09 4 J 0 150 0.00 A 10128 D Common Stock 2018-07-09 4 M 0 2742 0.00 A 12870 D Common Stock 2018-07-09 4 J 0 83 0.00 A 12953 D Common Stock 2018-07-09 4 M 0 2800 0.00 A 15753 D Common Stock 2018-07-09 4 J 0 49 0.00 A 15802 D Common Stock 2018-07-09 4 M 0 9592 0.00 A 25394 D Common Stock 2018-07-09 4 J 0 46 0.00 A 25440 D Common Stock 2018-07-09 4 M 0 16763 43.82 A 42203 D Common Stock 2018-07-09 4 M 0 22413 51.68 A 64616 D Common Stock 2018-07-09 4 M 0 17190 79.20 A 81806 D Common Stock 2018-07-09 4 M 0 17126 91.98 A 98932 D Common Stock 2018-07-09 4 M 0 17388 94.62 A 116320 D Common Stock 2018-07-09 4 M 0 4871 0.00 A 121191 D Common Stock 2018-07-09 4 M 0 4708 0.00 A 125899 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 2772 0.00 D Common Stock 2772 0 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 2742 0.00 D Common Stock 2742 0 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 2800 0.00 D Common Stock 2800 0 D Restricted Stock Unit 0.00 2018-07-09 4 M 0 9592 0.00 D Common Stock 9592 0 D Employee Stock Option (Right to Buy) 43.82 2018-07-09 4 M 0 16763 0.00 D 2023-03-04 Common Stock 16763 0 D Employee Stock Option (Right to Buy) 51.68 2018-07-09 4 M 0 22413 0.00 D 2024-03-03 Common Stock 22413 0 D Employee Stock Option (Right to Buy) 79.20 2018-07-09 4 M 0 17190 0.00 D 2025-03-02 Common Stock 17190 0 D Employee Stock Option (Right to Buy) 91.98 2018-07-09 4 M 0 17126 0.00 D 2026-03-02 Common Stock 17126 0 D Employee Stock Option (Right to Buy) 94.62 2018-07-09 4 M 0 17388 0.00 D 2027-03-02 Common Stock 17388 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. 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 (7) 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 July 7, 2020. These restricted stock units were to vest on March 4, 2021. This option was granted on March 4, 2013 pursuant to Issuer's Omnibus Stock Incentive Plan of 2009 and is fully vested. This option was granted on March 3, 2014 pursuant to Issuer's Omnibus Stock Incentive Plan of 2009 and is fully vested. 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, attorney in fact 2018-07-10