Large owner Jab Indulgence B.V. sold $3,000,002 worth of shares (694,445 units at $4.32) (SEC Form 4)
$DNUT
Food Chains
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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Krispy Kreme, Inc. [ DNUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/23/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 04/23/2025 | S | 694,445(1) | D | $4.32(1) | 74,190,990 | D(4) | |||
|
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 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 | ||||||||
| Option (obligation to sell)(2) | $4.32(2) | 04/23/2025 | J(2) | 1(2) | (2) | (2) | Common Stock | 4,166,670 | $0(2) | 4,166,670 | D(5) | ||||
| Restricted Stock Units (obligation to sell)(3) | (3) | 04/23/2025 | J(3) | 173,612(3) | (3) | (3) | Common Stock | 173,612 | $0(3) | 173,612 | D(5) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. On April 23, 2025, JAB Indulgence B.V. ("JAB Indulgence") agreed to sell 694,445 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Krispy Kreme, Inc. (the "Company") in a privately negotiated transaction. |
| 2. On April 23, 2025, JAB Indulgence agreed to grant an option to purchase 4,166,670 Shares currently held by JAB Indulgence (the "Matching Option") to an individual in a privately negotiated transaction. The Matching Option (or a portion thereof) will vest on the fifth anniversary of the grant date, subject to certain terms and conditions to be included in an award agreement between JAB Indulgence and such individual. |
| 3. On April 23, 2025, JAB Indulgence agreed to grant to a one-time incentive award in the form of restricted stock units with respect to 173,612 Shares (the "RSUs") to an individual in a privately negotiated transaction. The RSUs represent a contingent right to receive one Share for each RSU. The RSUs will vest on the fifth anniversary of the grant date, subject to certain terms and conditions to be included in an award agreement between JAB Indulgence and such individual. |
| 4. These Shares are held and beneficially owned by JAB Indulgence, 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 Indulgence. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| 5. This Matching Option and these RSUs, as applicable, are granted by JAB Indulgence with respect to Shares held and beneficially owned by JAB Indulgence, 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 Indulgence. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| /s/ Sebastiaan Wolvers, Managing Director of JAB Indulgence B.V.; /s/ Rafael Da Cunha, Managing Director of JAB Indulgence B.V. | 04/25/2025 | |
| /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. | 04/25/2025 | |
| /s/ Sebastiaan Wolvers, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l. | 04/25/2025 | |
| /s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l. | 04/25/2025 | |
| /s/ Joachim Creus, Director of Joh. A. Benckiser s.a r.l.; /s/ Jonathan Norman, Director of Joh. A. Benckiser s.a r.l. | 04/25/2025 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 04/25/2025 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 04/25/2025 | |
| ** 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. | ||