| 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
Krispy Kreme, Inc. [ DNUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2024 | ||||||||||||||||||||||||||
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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 | 74,885,435 | I | See footnotes.(1) | |||||||
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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 | ||||||||
| Cash-Settled Total Return Swap(2) | (2) | 08/10/2024 | P/K(2) | 7,069,936(2) | (2) | (2) | Common Stock | 7,069,936 | $12.7352(3) | 30,465,056 | D(6) | ||||
| Cash-Settled Total Return Swap(4)(5) | (4)(5) | 08/12/2024 | J/K(4)(5) | 6,500,000(4)(5) | (4)(5) | (4)(5) | Common Stock | 6,500,000 | (4)(5) | 30,465,056 | D(6) | ||||
| Cash-Settled Total Return Swap(4)(5) | (4)(5) | 08/12/2024 | J/K(4)(5) | 2,000,000(4)(5) | (4)(5) | (4)(5) | Common Stock | 2,000,000 | (4)(5) | 30,465,056 | D(6) | ||||
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. These shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Krispy Kreme, Inc. (the "Company") are held and beneficially owned by JAB Indulgence B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Indulgence B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| 2. JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "HSBC Long Swap") with HSBC Continental Europe ("HSBC"), providing for the establishment of long exposure with respect to a notional amount of Shares up to the number of Shares purchased by HSBC with an aggregate initial price not to exceed $100,000,000 (and not to exceed 8,000,000 Shares) (the "HSBC Subject Shares") in the aggregate that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the HSBC Subject Shares. All balances will be exclusively cash settled. The HSBC Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the HSBC Long Swap during certain specified earlier periods if it so chooses. As of the outside hedge date of August 10, 2024, long exposure had been established with respect to a notional amount of 7,069,936 Shares. |
| 3. The price reported in Column 8 reflects the reference price of the HSBC Subject Shares upon the establishment of the HSBC Long Swap position. |
| 4. As previously disclosed, JAB Holdings B.V. entered into long cash-settled total return equity swaps on December 1, 2021 (the "BNP Paribas First Long Swap") and February 24, 2022 (the "BNP Paribas Second Long Swap" and together, the "BNP Paribas Long Swaps") with BNP Paribas providing for the establishment of long exposure with respect to a notional amount of up to 8,500,000 Shares in the aggregate (the "BNP Paribas Subject Shares") that provide JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the BNP Paribas Subject Shares. All balances will be exclusively cash settled. |
| 5. On August 12, 2024, JAB Holdings B.V. and BNP Paribas agreed to extend the term of each of the BNP Paribas Long Swaps to December 1, 2027 for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the BNP Paribas Long Swaps during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing BNP Paribas Long Swaps and a deemed entry into new BNP Paribas Long Swaps with a later settlement date. The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively. All other material terms of the BNP Paribas Long Swaps remain materially unchanged and in full force and effect. |
| 6. The HSBC Long Swap and the BNP Paribas Long Swaps (together, the "Long Swaps") (but not the HSBC Subject Shares or BNP Paribas Subject Shares (together, the "Subject Shares") referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require HSBC or BNP Paribas, as applicable, to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. | 08/13/2024 | |
| /s/ Sebastiaan Wolvers, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l. | 08/13/2024 | |
| /s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l. | 08/13/2024 | |
| /s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Jonathan Norman, Director of Joh. A. Benckiser B.V. | 08/13/2024 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 08/13/2024 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 08/13/2024 | |
| ** 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. | ||