Large owner Jab Bevco B.V. sold $2,252,850,000 worth of shares (69,000,000 units at $32.65) (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) 10/30/2024 | ||||||||||||||||||||||||||
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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, par value $0.01 per share | 10/30/2024 | S | 69,000,000(1) | D | $32.65(1) | 214,443,879 | D(2) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. |
| /s/ Sebastiaan Wolvers, Managing Director of JAB BevCo B.V.; /s/ Leo Burgers, Managing Director of JAB BevCo B.V. | 10/30/2024 | |
| /s/ Rafael Cunha, Managing Director of Acorn Holdings B.V.; /s/ Sebastiaan Wolvers, Managing Director of Acorn Holdings B.V. | 10/30/2024 | |
| /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 | |
| /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 | |
| /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. | 10/30/2024 | |
| /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 | |
| /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 | |
| /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 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 10/30/2024 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 10/30/2024 | |
| ** 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. | ||