SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

KEURIG DR PEPPER INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

49271V100

(CUSIP Number)

Joachim Creus

Maple Holdings B.V.

Oosterdoksstraat 80

1011 DK Amsterdam

The Netherlands

Tel.: +31 20 406 10 01

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies To:

Paul T. Schnell, Esq.

Sean C. Doyle, Esq.

Maxim O. Mayer-Cesiano, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Tel.: (212) 735-3000

June 11, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: Maple Holdings B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	726,084,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	726,084,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,084,122 shares of Common Stock (1) (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (“Common Stock”), of Keurig Dr Pepper Inc. (“KDP”) that may be deemed to be beneficially owned by Maple Holdings B.V. (“Maple Holdings”), after giving effect to the transactions described in Item 4.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement No. 3 dated May 20, 2020 (the “Prospectus Supplement”) supplementing the Registration Statement (including a prospectus) on Form S-3 and the Resale Prospectus Supplement each filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on August 27, 2019.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: Acorn Holdings B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	726,084,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	726,084,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,084,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Acorn Holdings B.V. (“Acorn”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: JAB Forest B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	726,084,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	726,084,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,084,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Forest B.V. (“Forest”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: JAB Holdings B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Holdings B.V. (“JAB Holdings”), including the shares of Common Stock beneficially owned by Maple Holdings. JAB Holdings may be deemed to have beneficial ownership of the shares held by Maple Holdings since Maple Holdings is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock held by Maple Holdings for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: JAB Investments S.à r.l.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. JAB Investments S.à r.l. (“JAB Investments”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary and JAB Holdings is a direct subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: JAB Holding Company S.à r.l.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2)(see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. JAB Holding Company S.à r.l. (“JAB Holding Company”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: Joh. A. Benckiser B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Joh. A. Benckiser B.V. (“Joh. A. Benckiser”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Joh. A. Benckiser. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: Agnaten SE
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Austria

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

CUSIP No. 49271V100
1.	NAMES OF REPORTING PERSONS: Lucresca SE
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Austria

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.      SOLE VOTING POWER
	None
	8.      SHARED VOTING POWER
	740,864,122 (1) (see Items 4 and 5)
	9.      SOLE DISPOSITIVE POWER
	None
	10.      SHARED DISPOSITIVE POWER
	740,864,122 (1) (see Items 4 and 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,864,122 shares of Common Stock (see Items 4 and 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 52.6% of Common Stock (2) (see Item 5)
14.	TYPE OF REPORTING PERSON HC

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

EXPLANATORY NOTE

This Schedule 13D/A constitutes Amendment No. 5 (“Amendment No. 5”) to and amends and supplements the prior statement on Schedule 13D as filed on July 19, 2018, as amended by Amendment No. 1 filed on May 16, 2019, Amendment No. 2 filed on May 28, 2019, Amendment No. 3 filed on March 9, 2020 and Amendment No. 4 filed on May 22, 2020 (as so amended, the “Schedule 13D”), by (i) Maple Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Maple Holdings”), (ii) Acorn Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Maple Holdings (“Acorn”), (iii) JAB Forest B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Acorn (“Forest”), (iv) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Forest (“JAB Holdings”), (v) JAB Investments S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (“JAB Investments”), (vi) JAB Holding Company S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments (“JAB Holding Company”), (vii) Joh. A. Benckiser B.V. (formerly known as Donata Holdings B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is a parent company of JAB Holding Company (“Joh. A. Benckiser”), (viii) Agnaten SE, a private company incorporated under the laws of Austria, which is a parent company of JAB Holding Company (“Agnaten”), and (ix) Lucresca SE, a private company incorporated under the laws of Austria, which is the parent company of Joh. A. Benckiser (“Lucresca”, and together with Maple Holdings, Acorn, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser and Agnaten, the “Reporting Persons”). Except as set forth herein, the Schedule 13D as previously amended remains applicable.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On June 11, 2020, Acorn and Maple Holdings entered into agreements (each, a “Redemption Agreement”) with affiliates of each of BDT Capital Partners, LLC (“BDT”), Quadrant Capital Advisors, Inc. (“Quadrant”) and JAB Consumer Fund SCA SICAR (“JCF” and together with BDT and Quadrant, the “Minority Partners”), pursuant to which Acorn shall distribute shares of Common Stock, par value $0.01 per share (the “Shares”), of Keurig Dr Pepper Inc. (“KDP”) to each Minority Partner (collectively, the “Distribution”) in partial redemption of such Minority Partner’s existing interest in Acorn. Under the Redemption Agreements, Acorn shall distribute an aggregate number of 142,660,973 Shares to the Minority Partners. All of the Minority Partners receiving Shares as part of the Distribution will be subject to lock-up provisions on 50% of distributed Shares until November 16, 2020 and on the remaining 50% of the Shares until June 11, 2021. The foregoing description of the Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of such agreement, which is attached hereto as Exhibit 9 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a) – (b) Maple Holdings beneficially owns 726,084,122 Shares, after giving effect to the Distribution, which represents 51.6% of the issued and outstanding Shares as of April 28, 2020, as set forth in Prospectus Supplement No. 3 dated May 20, 2020 (the “Prospectus Supplement”) supplementing the Registration Statement (including prospectus) on Form S-3 and the Resale Prospectus Supplement each filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on August 27, 2019. Each of Acorn and Forest may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with Maple Holdings the power to vote or dispose, or to direct the voting or disposition of, the 726,084,122 Shares beneficially owned by Maple Holdings. Therefore, for the purpose of Rule 13d-3, Acorn and Forest may be deemed to be the beneficial owners of an aggregate of 726,084,122 Shares.

Each of JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of, the aggregate 14,780,000 Shares acquired by JAB Holdings as previously disclosed in Amendment No. 3 and Amendment No. 4 to this Schedule 13D, and, together with Maple Holdings, Acorn and Forest, to share the power to vote or dispose, or to direct the voting or disposition of, the 726,084,122 Shares beneficially owned by Maple Holdings. Therefore, for the purpose of Rule 13d-3, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed to be the beneficial owners of an aggregate of 740,864,122 Shares, which represents 52.6% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement.

As of the date hereof, Peter Harf may be deemed to be the beneficial owner of an aggregate of 178,200 Shares, 21,400 of which are owned by Mr. Harf’s spouse, which represents less than 0.1% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement. Mr. Harf has the sole power to vote or dispose, or direct the voting or disposition of, 156,800 Shares. Mr. Harf disclaims beneficial ownership of the Shares owned by his spouse.

As of the date hereof, Olivier Goudet beneficially owns 40,000 Shares, which represents less than 0.1% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement.

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D beneficially owns any Shares. Neither the filing of this Amendment No. 5 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares.

(c) Except for the Distribution disclosed in Item 4 herein and the Share Sale and the Share Purchase disclosed in Amendment No. 4, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D, has effected any transactions in the Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

In connection with the Distribution referred to in Item 4 above, Acorn and Maple Holdings entered into Redemption Agreements (see Item 4) with each of BDT, JCF and Quadrant, in each case substantially in the form attached hereto as Exhibit 9, which is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented as follows:

Exhibit Number	Exhibit Name
9.	Form of Redemption Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2020

JAB FOREST B.V. JAB HOLDINGS B.V. JOH. A. BENCKISER B.V.
By:	/s/ Joachim Creus
Name:	Joachim Creus
Title:	Director
By:	/s/ Fabien Simon
Name:	Fabien Simon
Title:	Director
ACORN HOLDINGS B.V.
By:	/s/ Joachim Creus
Name:	Joachim Creus
Title:	Proxy Holder
JAB HOLDING COMPANY S.À r.l.
By:	/s/ Constantin Thun
Name:	Constantin Thun
Title:	Manager
By:	/s/ Joachim Creus
Name:	Joachim Creus
Title:	Manager
JAB INVESTMENTS S.À R.L.
By:	/s/ Joachim Creus
Name:	Joachim Creus
Title:	Manager
By:	/s/ Philippe Chenu
Name:	Philippe Chenu
Title:	Manager

AGNATEN SE
LUCRESCA SE
By:	/s/ Joachim Creus
Name:	Joachim Creus
Title:	Authorized Representative

MAPLE HOLDINGS B.V.
By:	/s/ Merel Broers
Name:	Merel Broers
Title:	Director
By:	/s/ Leo Burgers
Name:	Leo Burgers
Title:	Director

EX-99.9

Exhibit 9

Form of Redemption Agreement

Acorn Holdings B.V.

Maple Holdings B.V.
Oosterdoksstraat 80

1011 DK Amsterdam

The Netherlands

[Investor]
[Address]

[Address]

[Address]

Ladies and Gentlemen:

1. This Agreement (this “Agreement”) is made by and among [Investor] (“Investor”), Acorn Holdings B.V. (“Acorn”) and Maple Holdings B.V. (“Maple”; or collectively, with Investor and Acorn, the “Parties”). Reference is made to (i) the [●] Amended and Restated Shareholders Agreement of Acorn, dated as of [●], [●] (as it may be amended, modified or supplemented from time to time, the “Shareholders Agreement”) and (ii) Warrant No. [●], held by Investor (the “Warrant”), to acquire Ordinary Shares of Acorn. Capitalized terms used but not defined in this letter have the meanings ascribed to them respectively in the Shareholders Agreement.

Recitals

2. Each of the Parties acknowledges, understands and agrees that as of the date hereof, (i) Investor is the beneficial owner of [●] Ordinary Shares K (as defined in the articles of association of Acorn (the “Articles”)) of Acorn (the “Investor Outstanding Ordinary Shares K”), (ii) Investor is the Holder (as defined in the Warrant) of the Warrant, (iii) pursuant to the automatic operation of Section 4 of the Warrant, in light of the recapitalization of Acorn, the Warrant entitles its Holder upon exercise to receive, subject to the terms of the Warrant, up to [●] Ordinary Shares K and up to [●] Ordinary Shares J1 (as defined in the Articles) of Acorn, in lieu of the [●] Ordinary Shares of Acorn contemplated by the Warrant and (iv) Acorn, indirectly through its ownership of all of the equity securities of Maple, owns shares of common stock (“KDP Shares”) of Keurig Dr Pepper, Inc. (“KDP”).

3. It is the desire of the Parties that (i) Maple distribute [●] KDP Shares (the “Redemption Consideration”) to Acorn and (ii) Acorn redeem [●] of the Investor Outstanding Ordinary Shares K (the “Redemption Shares”) in exchange for the Redemption Consideration.

Representations and Warranties

4. Each of Investor, Acorn and Maple represents and warrants to the others, solely as to itself and severally but not jointly, that:

a. Such Party has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation. Such Party has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Assuming the due authorization and execution of this Agreement by the other Parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its, terms except that such enforcement may be subject to applicable bankruptcy, insolvency or other laws now or hereafter in effect affecting creditors’ rights generally.

b. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of any statute, law, rule, regulation, judgment, order, decree, or ordinance applicable to such Party, or conflict with or result in any breach or default under (with or without notice or lapse of time, or both), any agreement, contract, note, mortgage, indenture, lease, instrument, permit, concession, franchise or license to which such Party is a party or by which such Party may be bound or affected.

5. Investor hereby represents and warrants to Maple and Acorn that it has good and marketable title to the Redemption Shares being sold hereunder, free and clear of all encumbrances including, without limitation, all mortgages, security interests, liens, pledges, claims, escrows, options, rights of first refusal, indentures, licenses, security agreements or other agreements, arrangements, commitments, contracts, obligations, charges or any other encumbrances of any kind or character (collectively, “Encumbrances”), except for any such restrictions set forth in the Shareholders Agreement.

6. Acorn hereby represents and warrants to Investor that it has good and marketable title to all of the equity securities of Maple, free and clear of all Encumbrances.

7. Maple hereby represents and warrants to Investor that it has good and marketable title to the Redemption Consideration being sold hereunder, free and clear of all Encumbrances except pursuant to applicable securities laws.

Redemption Transaction to Exchange Maple’s KDP Shares for Acorn’s Maple Shares

8. The Parties hereby agree that Acorn shall sell and transfer to Maple, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and Maple shall purchase and redeem from Acorn, [●] ordinary shares of Maple (the “Redeemed Maple Shares”), in consideration for which, Maple shall transfer to Acorn, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, the Redemption Consideration. Maple shall hold the Redeemed Maple Shares in treasury.

Redemption Transaction to Exchange Acorn’s KDP Shares for Investor’s Ordinary Shares K

9. Each of Acorn and Investor agrees that, subject to and immediately effective as of the consummation of the transfer and assignment of the Redeemed Maple Shares contemplated above, Investor shall sell and transfer to Acorn, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and Acorn shall purchase and redeem from Investor, the Redemption Shares, in consideration for which, Acorn shall transfer to Investor (to an account designated by Investor), free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and Investor hereby purchases from Acorn, the Redemption Consideration. Acorn shall hold the Redemption Shares in treasury until the next shareholders’ resolution is adopted, at which time Acorn expects that the Redemption Shares will be cancelled.

Lock-Up

10. Investor agrees that, without the prior written consent of Acorn, Investor will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on June 11, 2021 (the “Restricted Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any KDP Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), by Investor or any other securities so owned convertible into or exercisable or exchangeable for KDP Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the KDP Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of KDP Shares or any security convertible into or exercisable or exchangeable for KDP Shares, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectively, the “Lock Up Restrictions”).

2

11. Notwithstanding the foregoing, the Lock Up Restrictions will not apply (i) after November 16, 2020 (the “Early Release Date”), to up to 50.0% of the total number of KDP Shares owned by Investor immediately following its receipt of the Redemption Consideration and (ii) to distributions of KDP Shares to Investor’s equity holders, which may in turn distribute such KDP Shares to their equity holders; provided that in the case of clause (ii), each recipient of such distribution must sign and deliver to Acorn an agreement substantially in the form attached hereto as Annex A (the “Lock Up Agreement”).

12. Until the later of (i) June 11, 2021 and (ii) the date on which Investor ceases to own at least 1% of the total outstanding KDP Shares, to the extent requested by the lead underwriter in connection with any registration in which KDP Shares are sold by KDP for its own account to an underwriter or underwriters on a best efforts or firm commitment basis (an “Underwritten Offering”), Investor shall agree not to effect any sale or distribution of any KDP Shares or other security of KDP (except as part of such Underwritten Offering) during the period beginning on the date that is estimated by KDP, in good faith and provided in writing to such Holder, to be the seventh (7th) calendar day prior to the effective date of the applicable registration statement (or the anticipated launch date in the case of a “take-down” off of an already effective shelf registration statement) until the earlier of (x) the date ninety days following the date of the final prospectus supplement for such Underwritten Offering and (y) such time as KDP and the lead managing underwriter shall agree; provided, that KDP shall cause Maple and all directors and executive officers of KDP to enter into agreements similar to those contained in this Section 12 (without regard to this proviso) with a term that will expire on the date of Investor’s agreement, subject to exceptions for gifts, sales pursuant to pre-existing 10b5-1 plans and other customary exclusions agreed to by such managing underwriter; provided, further, that the lead managing underwriter may extend such period as necessary to comply with applicable rules of the Financial Industry Regulatory Authority, Inc., and any successor regulator performing comparable functions.

13. Investor understands that its agreement to the Lock Up Restrictions is irrevocable and will be binding Investor’s heirs, legal representatives, successors and assigns. The Lock Up Restrictions will be governed by and construed in accordance with the laws of the State of New York.

Miscellaneous

14. Upon the written request of Investor, Maple and Acorn shall use their respective reasonable best efforts to cause KDP to enter into an agreement with Investor that shall provide Investor with the right to require KDP to register (with such registration becoming effective no later than the Early Release Date) the resale of up to 50% of the Redemption Consideration and to register (with such registration becoming effective no later than the end of the Restricted Period) the remainder of the Redemption Consideration, in each case upon terms and subject to conditions substantially identical to the rights provided in Section 3 of that certain investor rights agreement, dated as of July 9, 2018 (the “IRA”), by and among KDP, Maple and Mondelēz International Holdings LLC, subject to indemnification and procedural obligations substantially identical to those set forth in the IRA, and customary blackout period restrictions that apply to KDP insiders generally. Investor shall not request that such agreement provide for any terms or conditions that, if given effect, would give rise to a breach by KDP of Section 6 of the IRA. For the avoidance of doubt, such agreement shall provide Investor with shelf registration rights only and shall not provide the demand registration, piggyback registration, underwritten offering rights, information, or governance rights provided in the IRA.

3

15. After the Early Release Date and subject to any restrictions set forth in Sections 10, 11 and 12, Maple and Acorn shall use their respective reasonable best efforts to cause KDP to remove any restrictive legends attached to the Redemption Consideration held by Investor or any successor permitted hereby that is an affiliate of Investor, no later than two business days from receipt of a written request from Investor if (i) such shares have been or will be transferred in compliance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) solely for purposes of transferring to and holding in a portfolio margin account, such shares are eligible to be transferred in compliance with Rule 144 under the Securities Act; provided that in the case of this clause (ii), Investor has received written confirmation from the financial institution at which the relevant margin account shall be held that upon foreclosure no transfer of such shares shall be made other than in compliance with U.S. securities laws, (iii) such shares are eligible for resale pursuant to Rule 144(b)(1)(i) under the Securities Act without the requirement for KDP to be in compliance with the current public information required under Rule 144(c)(1) under the Securities Act as to such Shares and without volume or manner-of-sale restrictions or (iv) such shares have been or will be transferred in accordance with the plan of distribution in any registration statement or prospectus supplement that registers such shares for resale under the Securities Act.

16. Each Party further agrees to promptly execute and deliver any additional documents and take such further actions as may be necessary or desirable to carry out all of the foregoing aspects of this Agreement.

17. Section 21 of the Shareholders Agreement shall apply to this Agreement, mutatis mutandis.

[Signature Pages Follow] 

4

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us a countersigned copy of this Agreement, which shall thereupon constitute a binding agreement as of the date first written above.

Acorn Holdings B.V.

By: 

Name:

Title:

MAPLE Holdings B.V.

By:

Name:

Title:

By:

Name:

Title:

[Signature Page to Redemption Agreement]

ACKNOWLEDGED AND AGREED:

[Investor]

By: 

Name:

Title:

By:

Name:

Title:

[Signature Page to Redemption Agreement]

Annex A

Form of Lock Up Agreement

The undersigned agrees that, without the prior written consent of Acorn Holdings B.V. (“Acorn”), the undersigned will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on June 11, 2021 (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.01 per share (the “KDP Shares”), of Keurig Dr Pepper Inc. beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for KDP Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the KDP Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of KDP Shares or any security convertible into or exercisable or exchangeable for KDP Shares, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of KDP Shares or security convertible into or exercisable or exchangeable for KDP Shares (collectively, the “Lock Up Restrictions”).

The Lock Up Restrictions will not apply (1) after November 16, 2020, to up to 50.0% of the total number of KDP Shares owned by the undersigned immediately following its receipt of the KDP Shares and (2) if the undersigned is a business entity, to distributions of KDP Shares to its equity holders which may in turn distribute such KDP Shares to their equity holders; provided that in the case of (2), each recipient of such distribution must sign and deliver to Acorn an agreement on substantially the same terms as the terms hereof.

The undersigned understands that its agreement to the Lock Up Restrictions is irrevocable and will be binding on the undersigned’s heirs, legal representatives, successors and assigns. The Lock Up Restrictions will be governed by and construed in accordance with the laws of the State of New York.

(Signature)

(Print Name)

(Date)

Annex A - Form of Lock Up Agreement

ACKNOWLEDGED AND AGREED:

ACORN HOLDINGS B.V.

By: 

Name:

Title:

Annex A - Form of Lock Up Agreement