| 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
Coca-Cola Consolidated, Inc. [ COKE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Class B Common Stock | (1) | 10/02/2023 | J | V | 5,278.0574 | (2) | (3) | Common Stock | (1) | $2,000,000 | 390,620(4) | I | See Footnote(5) | ||
| Class B Common Stock | (1) | 02/16/2024 | J | V | 13,458.0309 | (2) | (3) | Common Stock | (1) | $6,780,000 | 390,620(6) | I | See Footnote(5) | ||
| Class B Common Stock | (1) | 02/16/2024 | J | 942.9567 | (2) | (3) | Common Stock | (1) | $475,000 | 390,620(7) | I | See Footnote(5) | |||
| Class B Common Stock | (1) | (2) | (3) | Common Stock | (1) | 535,178 | I | See Footnote(8) | |||||||
| Class B Common Stock | (1) | (2) | (3) | Common Stock | (1) | 78,596 | I | See Footnote(9) | |||||||
| Explanation of Responses: |
| 1. Class B Common Stock is convertible into Common Stock, on a share-for-share basis, at any time at the option of the holder. |
| 2. Immediately. |
| 3. None. |
| 4. Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to the Anne Lupton Carter Trust f/b/o J. Frank Harrison, III. The transfer represented a 1.3512% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The transfer constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| 5. Such shares are held directly by the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| 6. Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to the Anne Lupton Carter Trust f/b/o J. Frank Harrison, III. The transfer represented a 3.4453% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The transfer constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| 7. Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to The J. Frank Harrison, III 2021 Family Trust dated October 8, 2021. The transfer represented a 0.2414% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| 8. Such shares are held directly by the JFH Family Limited Partnership-FH1 (the "Family LP"). The JFH III Harrison Family LLC (the "Family LLC") holds the general partnership interest in the Family LP. Trusts, of which the reporting person is a co-trustee and beneficiary, hold limited partnership interests in the Family LP and membership interests in the Family LLC. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| 9. Such shares are held directly by a trust of which the reporting person is a co-trustee and beneficiary. |
| Remarks: |
| /s/ J. Frank Harrison, III | 02/20/2024 | |
| ** 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. | ||