Gamgort Robert James converted options into 303,230 shares, covered exercise/tax liability with 119,746 shares and bought $4,999,991 worth of shares (171,821 units at $29.10), increasing direct ownership by 13% to 3,179,917 units (SEC Form 4)
$KDP
Beverages (Production/Distribution)
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/04/2024 | M | 92,097 | A | $0(1) | 2,916,709 | D | |||
| Common Stock | 03/04/2024 | M | 211,133 | A | $0(1) | 3,127,842 | D | |||
| Common Stock | 03/04/2024 | F | 119,746(2) | D | $29.1 | 3,008,096 | D | |||
| Common Stock | 03/05/2024 | P | 171,821 | A | $29.1 | 3,179,917 | D | |||
| Common Stock | 1,000,000 | I | By GRAT | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Restricted Stock Unit | (3) | 03/04/2024 | M | 92,097 | (3) | (3) | Common Stock | 92,097 | $0 | 61,398 | D | ||||
| Restricted Stock Unit | (4) | 03/04/2024 | M | 211,133 | (4) | (4) | Common Stock | 211,133 | $0 | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/04/2024 | A | 161,513 | (5) | (5) | Common Stock | 161,513 | $0 | 161,513 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. |
| 2. Shares withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3. |
| 3. As previously disclosed, these RSUs were granted on March 3, 2021 and vest in three installments as follows: 60% on March 3, 2024; 20% on March 3, 2025, and 20% on March 3, 2026. Sixty percent of the RSUs vested on March 4, 2024, the first trading day following March 3, 2024. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019. |
| 4. As previously disclosed, these RSUs were granted on March 4, 2019 and vested in full on March 4, 2024. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019. |
| 5. Subject to certain vesting conditions and exceptions, these RSUs vest in three installments as follows: 60% on March 4, 2027; 20% on March 4, 2028, and 20% on March 4, 2029. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
| Remarks: |
| /s/ Mark Jackson, attorney in fact | 03/05/2024 | |
| ** 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 Number. | ||