SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Maciel Andre
(Last) (First) (Middle)
C/O THE KRAFT HEINZ COMPANY
ONE PPG PLACE, SUITE 3200
(Street)
PITTSBURGH PA 15222
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022 		3. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Global CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 289,421(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) 08/20/2020(4) 08/20/2025 Common Stock 26,937 $74.25 D
Stock Options (right to buy) 03/01/2021(5) 03/01/2026 Common Stock 19,315 $77.66 D
Stock Options (right to buy) 08/16/2022(6) 08/16/2029 Common Stock 39,355 $25.41 D
Stock Options (right to buy) 03/01/2024(7) 03/01/2031 Common Stock 2,565 $37.09 D
Stock Options (right to buy) 03/01/2025(8) 03/01/2032 Common Stock 2,586 $38.68 D
Explanation of Responses:
1. Includes: (i) 21,334 shares of common stock; (ii) 13,766 shares acquired through a dividend reinvestment program; (iii) 13,455 restricted stock units ("RSUs") awarded on March 1, 2018 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2023; (iv) 31,484 shares earned under performance share units ("PSUs") granted on August 16, 2019 for which the performance period has been completed and achievement certified, and which earned units are scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (v) 5,904 RSUs awarded on August 16, 2019 and scheduled to settle in stock 100% on August 16, 2022; (vi) 47,226 restricted stock units awarded on August 16, 2019 and scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (vii) 20,933 RSUs awarded on March 2, 2020 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 2, 2023;
2. (continued from footnote 1) (viii) 15,138 shares earned under PSUs granted on June 1, 2020 for which the first of two performance periods has been completed and achievement certified, and which earned units are scheduled to vest and settle in stock 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; (ix) 15,615 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022 and 50% on June 1, 2023; (x) 32,874 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024; (xi) 5,123 RSUs awarded on March 1, 2021 and scheduled to settle in stock 100% on March 1, 2024; (xii) 16,689 RSUs awarded on March 1, 2021 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2024;
3. (continued from footnote 2) (xiii) 10,785 RSUs awarded on March 1, 2021 and schedule to settle in stock 75% on March 1, 2024 and 25% on March 1, 2025; (xiv) 5,171 RSUs awarded on March 1, 2022 and scheduled to settle in stock 100% on March 1, 2025; (xv) 20,683 RSUs awarded on March 1, 2022 and scheduled to settle in stock 75% on March 1, 2025 and 25% on March 1, 2026; and (xvi) 13,241 RSUs awarded on March 1, 2022 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2025. The PSUs and RSUs are subject to the terms and conditions of the applicable award agreements.
4. Subject to the terms and conditions of the applicable award agreement, options vested 100% on August 20, 2020.
5. Subject to the terms and conditions of the applicable award agreement, options vested 100% on March 1, 2021.
6. Subject to the terms and conditions of the applicable award agreement, options vest 100% on August 16, 2022.
7. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2024.
8. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2025.
Remarks:
/s/ Nicole Fritz, as Power of Attorney 03/14/2022
** 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 5 (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.
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