Amended Statement of Beneficial Ownership (sc 13d/a)
August 04 2021 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 6)*
KEURIG DR PEPPER INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
49271V100
(CUSIP Number)
Ellen M. Smith, Corporate Secretary
Mondelēz International, Inc.
905 W. Fulton Market
Suite 200
Chicago, IL 60607
Tel. No.: 1 (847) 943-4000
and
Sarah Jones
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
Tel. No.: 1 (212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2021
(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 § 240.13d-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 (the "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).
CUSIP NO. 49271V100
1
|
NAME OF REPORTING PERSON
Mondelēz International,
Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
VA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
75,541,407
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
75,541,407
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
75,541,407
|
12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.33%
|
14
|
TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
Mondelēz International
Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
75,541,407
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
75,541,407
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
75,541,407
|
12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.33%
|
14
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TYPE OF REPORTING PERSON
CO
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Item
1.
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Security and
Issuer.
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This Amendment No. 6 to Schedule 13D ("Amendment
No. 6") amends and supplements the statement on Schedule 13D originally filed on July 19, 2018 (the "Original Schedule
13D") by Mondelēz International, Inc. ("Mondelēz International") and Mondelēz International Holdings
LLC ("MIH," and together with Mondelēz International, the "Reporting Person"), as amended by Amendments No. 1,
No. 2, No. 3, No. 4 and No. 5 to the Original Schedule 13D filed on March 10, 2020, August 3, 2020, September 10,
2020, November 19, 2020 and June 10, 2021, respectively (the "Prior Amendments"), relating to common stock, $0.01
par value per share (the "Shares") of Keurig Dr Pepper, Inc. (the "Issuer"). Except as otherwise specified in
this Amendment No. 6, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged and each capitalized
term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
Item
4.
|
Purpose of Transaction.
|
The information set forth in Items 5 and 6 of
this Amendment No. 6 is incorporated by reference in its entirety into this Item 4. On August 2, 2021, MIH agreed to sell 14,706,000
Shares to a financial services firm, acting as principal, at a price of $34.00 per Share, pursuant to Rule 144 under the Securities
Act of 1933, as amended (the "Share Sale").
Other than as described above, the Reporting Person
currently has no plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D;
however, the Reporting Person may, at any time and from time to time, review or reconsider its position and/or formulate plans or proposals
with respect thereto.
Item 5.
|
Interest in Securities of the Issuer.
|
(a)-(b) MIH owns 75,541,407 Shares, after
giving effect to the Share Sale, constituting approximately 5.33% of the outstanding Shares. Mondelēz International may be deemed,
for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the Shares owned
by MIH. The information provided in response to Items 7-10 of the cover pages of this Amendment No. 6 is incorporated by reference
into this Item 5(b).
(c) On July 6, 2021, Mondelēz
International acquired direct beneficial ownership of 29,184 Shares that had previously been issued by the Issuer to two former Mondelēz
International designees to the Issuer's board of directors as compensation for their services as directors. Mondelēz International
paid no consideration for such shares. In addition, as previously described in Amendment No. 5 to the Original Amendment, on June 7,
2021, MIH sold 28 million Shares in an underwritten public offering at a price of $35.62 per share. Except for the transactions described
in this item 5(c) and the Share Sale, the Reporting Person has not, and to the best knowledge of the Reporting Person, none of the
persons named in Schedule B 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.
|
On August 2, 2021, MIH agreed to sell 14,706,000
shares in the Share Sale.
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit A
– Joint Filing Agreement between MIH and Mondelēz International, filed as Schedule A to the Original Schedule 13D.
SIGNATURES
After reasonable inquiry and
to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: August 4, 2021
Mondelēz International, Inc.
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By:
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/s/Ellen
M. Smith
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Name:
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Ellen M. Smith
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Title:
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Senior Vice President and Corporate Secretary
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Mondelēz
International Holdings LLC
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By:
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/s/Ellen
M. Smith
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Name:
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Ellen M. Smith
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Title:
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Senior Vice President and Corporate Secretary
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Schedule B
Mondelēz International, Inc.
Name
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Position with the Reporting Person
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Present Principal Occupation (if different from the position with the Reporting Person)
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Citizenship
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Lewis W.K. Booth
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Director
|
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USA/UK
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Charles E. Bunch
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Director
|
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USA
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Lois D. Juliber
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Director
|
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USA
|
Peter W. May
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Director
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President and Founding Partner of
Trian Fund Management, L.P.
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USA
|
Jorge S. Mesquita
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Director
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Chief Executive Officer, BlueTriton Brands
|
USA/Portugal
|
Jane Hamilton Nielsen
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Director
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Chief Operating Officer and
Chief Financial Officer,
Ralph Lauren Corporation
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USA
|
Fredric G. Reynolds
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Director
|
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USA
|
Christiana S. Shi
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Director
|
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USA
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Patrick T. Siewert
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Director
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Managing Director of
The Carlyle Group
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Hong Kong
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Michael A. Todman
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Director
|
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USA
|
Jean-François M. L. van Boxmeer
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Director
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.
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Belgium
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Dirk Van de Put
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Director, Chairman
and Chief Executive Officer
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USA/Belgium
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Luca Zaramella
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Executive Vice President and Chief Financial Officer
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Italy
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Paulette R. Alviti
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Executive Vice President and Chief People Officer
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USA
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Maurizio Brusadelli
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Executive Vice President, President AMEA
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Italy
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Vinzenz P. Gruber
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Executive Vice President and President, Europe
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Italy
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Robin S. Hargrove
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Executive Vice President, Research, Development & Quality
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UK/Ireland
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Sandra MacQuillan
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Executive Vice President
and Chief Supply Chain Officer
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UK
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Laura Stein
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Executive Vice President, General Counsel, Corporate & Legal Affairs
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USA
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Gustavo C. Valle
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Executive Vice President
and President, Latin America
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Argentina
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Henry Glendon Walter IV
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Executive Vice President,
President North America
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USA
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Mondelēz International Holdings LLC
Name
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Position with the Reporting Person
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Present Principal Occupation (if different from the position with the Reporting Person)
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Citizenship
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Jonas Bruzas
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Manager and President
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Vice President, Global IP, Marketing, Licensing & Operations
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USA/Republic of Lithuania
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Pamela Kopelman
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Manager and Vice President
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Vice President, Corporate Tax
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USA
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Ellen M. Smith
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Manager and Senior Vice President and Corporate Secretary
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Senior Vice President and Chief Counsel, Chief Compliance Officer and Corporate Secretary
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USA
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