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Keurig Dr Pepper Inc.

10/30/2024 | Press release | Distributed by Public on 10/30/2024 19:04

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number:3235-0287Estimated average burden hours per response...0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
JAB BevCo B.V.
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)
(Last) (First) (Middle)
PIET HEINKADE 55
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
(Street)
AMSTERDAM, P7 1019GM
4. If Amendment, Date 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
(City) (State) (Zip)
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 10/30/2024 S 69,000,000(1) D $32.65(1) 214,443,879 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JAB BevCo B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019GM
X
Acorn Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019GM
X
JAB Coffee & Beverages B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM
X
JAB Forest B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM
X
JAB Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P7 1019 GM
X
JAB Investments S.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180
X
JAB Holding Co s.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180
X
Joh. A. Benckiser s.a.r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180
X
Agnaten SE
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180
X
Lucresca SE
4, RUE JEAN MONNET
LUXEMBOURG, N4 L-2180
X

Signatures

/s/ Sebastiaan Wolvers, Managing Director of JAB BevCo B.V.; /s/ Leo Burgers, Managing Director of JAB BevCo B.V. 10/30/2024
**Signature of Reporting Person Date
/s/ Rafael Cunha, Managing Director of Acorn Holdings B.V.; /s/ Sebastiaan Wolvers, Managing Director of Acorn Holdings B.V. 10/30/2024
**Signature of Reporting Person Date
/s/ Sebastiaan Wolvers, Managing Director of JAB Coffee & Beverages B.V.; /s/ Rafael Cunha, Managing Director of JAB Coffee & Beverages B.V. 10/30/2024
**Signature of Reporting Person Date
/s/ Sebastiaan Wolvers, 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. 10/30/2024
**Signature of Reporting Person Date
/s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. 10/30/2024
**Signature of Reporting Person Date
/s/ Sebastiaan Wolvers, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l. 10/30/2024
**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. 10/30/2024
**Signature of Reporting Person Date
/s/ Joachim Creus, Managing Director of Joh. A. Benckiser S.A R.L; /s/ Jonathan Norman, Managing Director of Joh. A. Benckiser S.A R.L 10/30/2024
**Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Lucresca SE 10/30/2024
**Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Agnaten SE 10/30/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On October 30, 2024, JAB BevCo B.V. ("BevCo") sold shares of Common Stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to Morgan Stanley & Co. LLC (the "Underwriter"), pursuant to an Underwriting Agreement, dated as of October 28, 2024, by and among BevCo, KDP and the Underwriter in connection with BevCo's previously disclosed secondary offering.
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.