SEC FORM 4/A

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^*

Kehoe James

(Last)

(First)

(Middle)

C/O MONDELEZ INTERNATIONAL, INC.

THREE PARKWAY NORTH

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mondelez International, Inc. [ MDLZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Operating Excellence

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/13/2014

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)
Class A Common Stock	05/09/2014		M		25,400⁽¹⁾⁽²⁾	A	$15.472	112,907	D
Class A Common Stock	05/09/2014		S		17,453⁽¹⁾⁽²⁾	D	$37.691	95,454	D
Class A Common Stock	05/09/2014		M		29,880⁽¹⁾⁽³⁾	A	$19.076	125,334	D
Class A Common Stock	05/09/2014		S		22,253⁽¹⁾⁽³⁾	D	$37.691	103,081	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 Option (Right to Buy)	$15.472	05/09/2014		M			25,400⁽¹⁾⁽²⁾	⁽²⁾	11/01/2014	Class A Common Stock	25,400	$0	0	D
Stock Option (Right to Buy)	$19.076	05/09/2014		M			29,880⁽¹⁾⁽³⁾	⁽³⁾	11/01/2014	Class A Common Stock	29,880	$0	0	D

Explanation of Responses:

1. Pursuant to an administrative error, this transaction was originally reported as the surrender of securities to satisfy the exercise price, taxes and fees in connection with the exercise of stock options. This amendment is being filed to correctly report the sale of securities in payment of the exercise price, taxes and fees and the sale of additional securities in connection with estimate of taxes due at the time of exercise in connection with the exercise of stock options. In connection with this change, the reporting person is no longer reporting as a separate line item the sale of additional securities in connection with the estimate of taxes due at the time of exercise.

2. This Form 4 is being filed to report the exercise of stock options that became 100% exercisable on February 17, 2012 and expire on November 1, 2014 and to report the sale of securities in payment of the exercise price, taxes and fees and the sale of additional securities in connection with estimate of taxes due at the time of exercise.

3. This Form 4 is being filed to report the exercise of stock options that became 100% exercisable on February 22, 2013 and expire on November 1, 2014 and to report the sale of securities in payment of the exercise price, taxes and fees and the sale of additional securities in connection with estimate of taxes due at the time of exercise.

	By Jenny L. Lauth, by Power of Attorney	05/15/2014
	** 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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