| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 11/17/2020 | S | 20,000,000(1)(2) | D | $28.3 | 466,301,200 | I | See footnote(3) | ||
| Common Stock, par value $0.01 per share | 14,780,000 | D(4) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 17, 2020, Maple Holdings B.V. ("Maple Holdings") agreed to sell (the "Share Sale") 20,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the "Underwriters"), pursuant to an Underwriting Agreement, by and among Maple Holdings, KDP, Mondelez International Holdings LLC and the Underwriters. |
| 2. On the basis of Acorn Top Holding B.V.'s ("ATH") beneficial ownership of Ordinary Shares J of Acorn, the Share Sale may be deemed a sale of Shares by each Reporting Person herein to the extent of such Reporting Person's pecuniary interest therein. |
| 3. These Shares are held by Maple Holdings. On the basis of ATH's beneficial ownership of Acorn, each Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| 4. These Shares are held and beneficially owned by JAB Holdings B.V. ("JAB Holdings"), a direct or indirect subsidiary of each other Reporting Person herein, other than ATH and JAB Forest. As such, each other Reporting Person herein, other than ATH and JAB Forest, may be deemed a beneficial owner of Shares held by JAB Holdings. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| Remarks: |
| To satisfy obligations that may arise under Section 16(b) of the Securities Exchange Act of 1934 in connection with the March 9, 2020 purchase of 7,400,000 Shares and the May 22, 2020 purchase of 7,380,000 Shares reported by the Reporting Persons on March 11, 2020 and May 22, 2020, respectively, in each case in a Form 4 filed with the Securities and Exchange Commission (the "Commission"), JAB Holdings previously paid $740,000, $21,343,798 and $6,738,202, to KDP in respect of any such obligations arising in connection with the transactions reported in Forms 4 filed with the Commission on May 22, 2020, June 11, 2020 and August 19, 2020, respectively. No additional payments are required in respect of any such obligations as a result of the transactions disclosed herein. |
| /s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of Acorn Top Holding B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. in its capacity as Managing Director of Acorn Top Holding B.V. | 11/19/2020 | |
| /s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. | 11/19/2020 | |
| /s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. | 11/19/2020 | |
| /s/ Joachim Creus, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. | 11/19/2020 | |
| /s/ Constantin Thun, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. | 11/19/2020 | |
| /s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. | 11/19/2020 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 11/19/2020 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 11/19/2020 | |
| ** 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). | ||
| 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. | ||