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*
JAB Holdings B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 1019 GM

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/15/2020 J 2,712,255(1) D (1) 12,067,745 D(2)
Common Stock, par value $0.01 per share 12/15/2020 J 2,712,255(1) A (1) 466,301,200 I See footnote(3)
Common Stock, par value $0.01 per share 12/17/2020 J 35,385(1) D (1) 12,032,360 D(2)
Common Stock, par value $0.01 per share 12/17/2020 J 35,385(1) A (1) 466,301,200 I See footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JAB Holdings B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 1019 GM

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JAB Investments S.a r.l.

(Last) (First) (Middle)
4, RUE JEAN MONNET

(Street)
LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JAB Holding Co s.a r.l.

(Last) (First) (Middle)
4, RUE JEAN MONNET

(Street)
LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Joh. A. Benckiser B.V.

(Last) (First) (Middle)
OOSTERDOKSSTRAAT 80

(Street)
AMSTERDAM P7 1011 DK

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Agnaten SE

(Last) (First) (Middle)
4, RUE JEAN MONNET

(Street)
LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lucresca SE

(Last) (First) (Middle)
4, RUE JEAN MONNET

(Street)
LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. JAB Holdings B.V. ("JAB Holdings") agreed to exchange (the "Exchanges"), (i) on December 15, 2020, 2,712,255 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") and (ii) on December 17, 2020, 35,385 Shares, held directly by JAB Holdings, for minority shareholders' equity interests in Acorn Holdings B.V. ("Acorn"). There was no net change in JAB Holdings' total pecuniary interest in the Shares. The Exchanges are part of the Reporting Persons' previously disclosed intention to convert the final portion of Acorn's minority shareholders' shares into Shares held directly. The Shares received by the minority shareholders of Acorn in the Exchanges will be subject to a lock-up arrangement pursuant to which up to one-third of the Shares may be sold on or after June 19, 2021, up to another one-third of the Shares may be sold on or after August 28, 2021 and the remaining one-third of the Shares may be sold on or after November 28, 2021.
2. These Shares are held by JAB Holdings. On the basis of each other Reporting Person's direct or indirect interest in JAB Holdings, each other Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Holdings. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
3. These Shares are held by Maple Holdings B.V. ("Maple Holdings"). On the basis of each Reporting Person's indirect interest in Maple Holdings, 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.
/s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. 12/17/2020
/s/ Joachim Creus, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. 12/17/2020
/s/ Constantin Thun, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. 12/17/2020
/s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. 12/17/2020
/s/ Joachim Creus, Authorized Representative of Lucresca SE 12/17/2020
/s/ Joachim Creus, Authorized Representative of Agnaten SE 12/17/2020
** Signature of Reporting Person Date
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