| 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) 07/09/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/10/2018 |
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 | 07/09/2018(1) | J | 0(2) | A | $0.00 | 12,461 | D | |||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $14.81(3) | 07/09/2018 | M(3) | 37,538(3) | 07/09/2018 | 03/02/2026 | Common Stock | 37,538(3) | $0.00 | 37,538(3) | D | ||||
| Employee Stock Option (Right to Buy) | $15.23(4) | 07/09/2018 | M(4) | 37,452(4) | 07/09/2018 | 03/02/2027 | Common Stock | 37,542(4) | $0.00 | 37,542(4) | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated January 29, 2018, ("Agreement"), between Maple Parent Holdings Corp., ("Maple"), Dr Pepper Snapple Group, Inc. ("DPS") and Salt Merger Sub, Inc., ("SMS"), SMS merged on July 9, 2018 into Maple (the "Merger"), with Maple surviving the Merger as a wholly-owned subsidiary of DPS. DPS was renamed Keurig Dr Pepper Inc.("KDP"). The Reporting Person elected to have each issued and outstanding DPS stock option converted into KDP stock options at the effective time of the Merger. |
| 2. The original Form 4 filed on July 10, 2018 (the "Original Form 4") by the Reporting Person erroneously reported a total of 12,074 shares of outstanding DPS stock options converted into 12,074 shares of DPS common stock. The Reporting Person instead opted to have each issued and outstanding DPS stock option converted into KDP stock options pursuant to the Agreement at the effective time of the Merger. As a result the amount of securities beneficially owned by the Reporting Person on the Original Form 4 following the reported transactions should have been reported as 12,461 and not 24,540. |
| 3. The Original Form 4 reported 6,044 shares of outstanding DPS stock options granted on March 2, 2016 converted into 6,044 shares of DPS common stock. The Reporting Person instead had opted to have each issued and outstanding DPS stock option converted into KDP stock options, pursuant to the Merger. Table II should have shown $14.81 in Column 2 and not $94.62; and 37,538 in Column 5(A) and Column 7 and not 6,044; and 37,538 in Column 9 and not 0. |
| 4. The Original Form 4 reported 6,030 shares of outstanding DPS stock options granted on March 2, 2017 converted into 6,030 shares of DPS common stock. The Reporting Person instead had opted to have each issued and outstanding DPS stock option converted into KDP stock options, pursuant to the Merger. Table II should have shown $15.23 in Column 2 and not $91.98; and 37,452 in Column 5(A) and Column 7 and not 6,030; and 37,452 in Column 9 and not 0. |
| Remarks: |
| Kristin E. Blazewicz, attorney in fact | 02/01/2019 | |
| ** 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. | ||