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)
05/20/2020
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 05/20/2020 S 40,000,000(1)(2) D $27.1 868,745,095 I See Footnote(3)
Common Stock, par value $0.01 per share 05/22/2020 P 7,380,000(4) A $27.1 14,780,000 D(5)
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
Ordinary Shares K(6) (6) 05/22/2020 J(6) 10,479,705 (6) (6) Common Stock 10,479,705 $27.1 483,387,013 D(7)
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)
1. Name and Address of Reporting Person*
JAB Forest B.V.

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

(Street)
AMSTERDAM P7 1019 GM

(City) (State) (Zip)
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)
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)
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)
1. Name and Address of Reporting Person*
Agnaten SE

(Last) (First) (Middle)
ROOSEVELTPLATZ 4-5
TOP 10

(Street)
VIENNA C4 A-1090

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lucresca SE

(Last) (First) (Middle)
ROOSEVELTPLATZ 4-5
TOP 10

(Street)
VIENNA C4 A-1090

(City) (State) (Zip)
Explanation of Responses:
1. On May 20, 2020, Maple Holdings B.V. agreed to sell (the "Share Sale") 40,000,000 shares of common stock, par value $0.01 per share, of Keurig Dr Pepper Inc. (the "Shares") to Goldman Sachs & Co. LLC (the "Underwriter"), pursuant to an Underwriting Agreement, by and among Maple Holdings B.V., Keurig Dr Pepper Inc. and the Underwriter.
2. On the basis of JAB Forest B.V.'s beneficial ownership of Ordinary Shares K of Acorn Holdings B.V. (as described in footnote 7 herein), 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 B.V. On the basis of JAB Forest B.V.'s beneficial ownership of Ordinary Shares K of Acorn Holdings B.V. (as described in footnote 7 herein), each Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings B.V. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
4. On May 22, 2020, JAB Holdings B.V. purchased 7,380,000 Shares from the Underwriter.
5. These Shares are held and beneficially owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein, other than JAB Forest B.V. As such, each other Reporting Person herein, other than JAB Forest B.V., may be deemed a beneficial owner of Shares held by JAB Holdings B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
6. JAB Forest B.V. holds and beneficially owns ordinary shares K (the "Ordinary Shares K") of Acorn Holdings B.V. Ordinary Shares K, which do not expire, exclusively represent an interest in Shares beneficially owned by Acorn Holdings B.V. from time to time (or the cash value thereof). On May 22, 2020, JAB Forest B.V. agreed to sell Ordinary Shares K then representing an interest in 10,479,705 Shares.
7. These Ordinary Shares K are held and beneficially owned by JAB Forest B.V., a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed a beneficial owner of Ordinary Shares K held by JAB Forest B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Ordinary Shares K, 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 securities sales reported herein and the March 9, 2020 purchase of 7,400,000 Shares reported by the Reporting Persons in a Form 4 filed with the Securities and Exchange Commission on March 11, 2020, on May 22, 2020 JAB Holdings B.V. paid $740,000 to Keurig Dr Pepper Inc. by wire transfer of immediately available funds.
/s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Fabien Simon, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. 05/22/2020
/s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Fabien Simon, Director of JAB Holdings B.V. 05/22/2020
/s/ Joachim Creus, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. 05/22/2020
/s/ Constantin Thun, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. 05/22/2020
/s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Fabien Simon, Director of Joh. A. Benckiser B.V. 05/22/2020
/s/ Joachim Creus, Authorized Representative of Lucresca SE 05/22/2020
/s/ Joachim Creus, Authorized Representative of Agnaten SE 05/22/2020
** Signature of Reporting Person Date
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