FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Johnson May Diane 		2. Issuer Name and Ticker or Trading Symbol

Kraft Foods Group, Inc. [ KRFT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Human Resources
(Last)          (First)          (Middle)

KRAFT FOODS GROUP, INC., THREE LAKES DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/2/2015
(Street)

NORTHFIELD, IL 60093
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/2/2015     D    42537   (1) D $0   (2) (3) (4) 0   D    
Performance Shares   7/2/2015     D    35153   D $88.30   (5) 0   D    
Units   7/2/2015     D    7444   (6) D $0   (6) 0   I   By 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Options (right to buy)   $32.984   7/2/2015     D         6913    2/23/2012   (7) (8) 2/23/2021   Common Stock   6913.0   (7)   (7) 0   (7) D    
Stock Options (right to buy)   $39.379   7/2/2015     D         7896    2/23/2013   (7) (8) 2/23/2022   Common Stock   7896.0   (7)   (7) 0   (7) D    
Stock Options (right to buy)   $46.74   7/2/2015     D         29960    2/25/2014   (7) (8) 2/25/2023   Common Stock   29960.0   (7)   (7) 0   (7) D    
Stock Options (right to buy)   $55.17   7/2/2015     D         27916    2/27/2015   (7) (8) 2/27/2024   Common Stock   27916.0   (7)   (7) 0   (7) D    
Stock Options (right to buy)   $63.775   7/2/2015     D         24150    2/26/2016   (7) (8) 2/26/2025   Common Stock   24150.0   (7)   (7) 0   (7) D    

Explanation of Responses:
( 1)  Includes 25,042 shares of common stock, 14,641 restricted stock units and 2,854 deferred compensation units.
( 2)  Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation ("Heinz"), Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each share of Kraft's common stock held by the reporting person was converted into the right to receive one share of common stock of the combined company, The Kraft Heinz Company ("Kraft Heinz"), and a special cash dividend of $16.50 per share (the "Special Dividend") of Kraft common stock.
( 3)  Pursuant to the Merger Agreement, upon completion of the merger, each Kraft restricted stock unit held by the reporting person was converted into the right to receive one Kraft Heinz restricted stock unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft restricted stock unit and a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz restricted stock units will continue to vest and be settled in accordance with the terms and conditions as were applicable under such Kraft restricted stock units immediately prior to the completion of the merger.
( 4)  Pursuant to the Merger Agreement, upon completion of the merger, each Kraft deferred compensation unit held by the reporting person was converted into the right to receive one Kraft Heinz deferred compensation unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft deferred compensation unit and the right to receive a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz deferred compensation units will be subject to the same terms and conditions as were applicable under such Kraft deferred compensation units immediately prior to the completion of the merger.
( 5)  Pursuant to the Merger Agreement, upon completion of the merger, each Kraft performance share held by the reporting person was converted into the right to receive an amount in cash equal to the target number of Kraft performance shares subject to such award immediately prior to the completion of the merger multiplied by $88.30 (the final Kraft pre-dividend price). The performance share amount will be paid in two installments in the manner set forth in the Merger Agreement.
( 6)  Units represent the reporting person's interests in the Kraft stock fund in Kraft's 401(k) plan. The reporting person's interest in the Kraft stock fund fluctuates with the fund's performance. The information in this report is based on a plan statement dated as of June 30, 2015. In connection with the merger, the units will convert into units in a Kraft Heinz stock fund and will accrue additional units in respect of the Special Dividend in accordance with the terms of the plan.
( 7)  Pursuant to the Merger Agreement, upon completion of the merger, each Kraft stock option (whether vested or unvested) held by the reporting person was adjusted such that, upon the completion of the merger, it was converted into the right to receive an option to purchase the number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock subject to the Kraft stock option divided by the option adjustment ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of each Kraft stock option immediately prior to the completion of the merger multiplied by the option adjustment ratio (rounded up to the nearest whole cent). The Kraft Heinz stock options will continue to vest and become exercisable in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.
( 8)  The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnson May Diane
KRAFT FOODS GROUP, INC.
THREE LAKES DRIVE
NORTHFIELD, IL 60093

EVP, Human Resources

Signatures
/s/ Phuong Lam, by Power of Attorney 7/2/2015
** 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 control number.
(MM) (NASDAQ:KRFT)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more (MM) Charts.
(MM) (NASDAQ:KRFT)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more (MM) Charts.