SEC FORM 3

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^*

Pleuhs Gerhard W.

(Last)

(First)

(Middle)

C/O KRAFT FOODS INC.

THREE LAKES DRIVE

(Street)

NORTHFIELD

60093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2012

3. Issuer Name and Ticker or Trading Symbol
KRAFT FOODS INC [ KFT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Counsel

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)
Class A Common Stock	82,766⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (right to buy)	⁽²⁾	02/02/2018	Class A Common Stock	22,080	$29.485	D
Stock Options (right to buy)	⁽³⁾	02/20/2019	Class A Common Stock	27,520	$23.6385	D
Stock Options (right to buy)	⁽⁴⁾	02/21/2020	Class A Common Stock	29,340	$29.145	D
Stock Options (right to buy)	⁽⁵⁾	02/23/2021	Class A Common Stock	26,880	$31.825	D
Stock Options (right to buy)	⁽⁶⁾	02/23/2022	Class A Common Stock	22,520	$37.995	D

Explanation of Responses:

1. Total number of shares includes 35,450 shares of deferred stock awarded under Kraft Foods' Amended and Restated 2005 Performance Incentive Plan. Shares will vest as follows: 5,580 shares on the earlier of (i) the effective date of Kraft Foods' spin-off of its North American grocery business, as announced on August 4, 2011 or (ii) October 7, 2014; 4,890 shares on February 22, 2013; 4,480 shares on February 24, 2014; 16,740 shares on October 7, 2014 and 3,760 shares on February 23, 2015.

2. Options vest in three annual installments as follows: 33% on February 4, 2009; 33% on February 4, 2010; and 34% on February 4, 2011.

3. Options vest in three annual installments as follows: 33% on February 19, 2010; 33% on February 18, 2011; and 34% on February 17, 2012.

4. Options vest in three annual installments as follows: 33% on February 22, 2011; 33% on February 22, 2012; and 34% on February 22, 2013.

5. Options vest in three annual installments as follows: 33% on February 23, 2012; 33% on February 25, 2013; and 34% on February 24, 2014.

6. Options vest in three annual installments as follows: 33% on February 23, 2013; 33% on February 23, 2014; and 34% on February 23, 2015.

	/s/ Phuong Lam, by Power of Attorney	04/05/2012
	** 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.
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.