Statement of Changes in Beneficial Ownership (4)
May 03 2023 - 9:11AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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JAB BevCo B.V. |
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc.
[
KDP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
PIET HEINKADE 55 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
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(Street)
AMSTERDAM, P7 1019 GM |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 5/3/2023 | | J | | 57465170 (1) | D | (1) | 383443879 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | On May 3, 2023, JAB Coffee & Beverages B.V. ("JAB C&B") entered into an agreement with an affiliate of JAB Consumer Partners SCA SICAR ("JCP"), pursuant to which JAB C&B agreed to distribute 57,465,170 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to such affiliate of JCP (the "Distribution"). The Distribution reflects the final distribution of Shares to over 45 limited partners of JCP. Following the Distribution, JAB BevCo B.V. will own 383.4 million Shares as a long-term anchor shareholder. |
| (2) | These Shares are held by JAB BevCo 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 Shares held by JAB BevCo B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
JAB BevCo B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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Acorn Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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JAB Coffee & Beverages B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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JAB Forest B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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JAB Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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JAB Investments S.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180 |
| X |
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JAB Holding Co s.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180 |
| X |
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Joh. A. Benckiser B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM |
| X |
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Agnaten SE
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180 |
| X |
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Lucresca SE
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180 |
| X |
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Signatures
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| /s/ Luuk Hoogeveen, Managing Director of JAB BevCo B.V.; /s/ Leo Burgers, Managing Director of JAB BevCo B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Luuk Hoogeveen, Managing Director of Acorn Holdings B.V.; /s/ Ricardo Rittes, Managing Director of Acorn Holdings B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Luuk Hoogeveen, Managing Director of JAB Coffee & Beverages B.V.; /s/ Ricardo Rittes, Managing Director of JAB Coffee & Beverages B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Frank Engelen, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | | 5/3/2023 |
| **Signature of Reporting Person | Date |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | | 5/3/2023 |
| **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. |
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