SEC Form SC 13D/A filed by Keurig Dr Pepper Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

(Amendment No. 7)*

KEURIG DR PEPPER INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

49271V100
(CUSIP Number)

Ellen M. Smith, Corporate Secretary

Mondelẽz International, Inc.

905 W. Fulton Market

Suite 200

Chicago, IL 60607

Tel. No.: 1 (847) 943-4000

and

Sarah Jones

Clifford Chance US LLP

31 West 52nd Street

New York, NY 10019

Tel. No.: 1 (212) 878-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 27, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 49271V100

This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and supplements the statement on Schedule 13D originally filed on July 19, 2018 (the "Original Schedule 13D") by Mondelẽz International, Inc. ("Mondelẽz International") and Mondelẽz International Holdings LLC ("MIH," and together with Mondelẽz International, the "Reporting Person"), as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 to the Original Schedule 13D filed on March 10, 2020, August 3, 2020, September 10, 2020, November 19, 2020, June 10, 2021 and September 3, 2021, respectively (the "Prior Amendments"), relating to common stock, $0.01 par value per share (the "Shares") of Keurig Dr Pepper, Inc. (the "Issuer"). Except as otherwise specified in this Amendment No. 7, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged and each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.

The filing of this Amendment No.7 constitutes an exit filing for the Reporting Person.

The information set forth in Items 5 and 6 of this Amendment No. 7 is incorporated by reference in its entirety into this Item 4. On February 27, 2023, MIH agreed to sell 30,000,000 Shares to a financial services firm, acting as principal, at a price of $34.42 per Share, pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Share Sale"). The purpose of the Share Sale is to generate proceeds to be used for the Reporting Person's general corporate purposes, including the retirement of debt used to fund recent acquisitions.

Other than as described above, the Reporting Person currently has no plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D; however, the Reporting Person may, at any time and from time to time, review or reconsider its position and/or formulate plans or proposals with respect thereto.

(a)-(b) MIH owns 45,543,005 Shares, after giving effect to the Share Sale, constituting approximately 3.24% of the outstanding Shares. Mondelẽz International may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the Shares owned by MIH. The information provided in response to Items 7-10 of the cover pages of this Amendment No. 7 is incorporated by reference into this Item 5(b).

The filing of this Amendment No. 7 constitutes an exit filing for the Reporting Person.

On February 27, 2023, MIH agreed to sell 30,000,000 shares in the Share Sale.

Exhibit A – Joint Filing Agreement between MIH and Mondelẽz International, filed as Schedule A to the Original Schedule 13D.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  March 1, 2023

Mondelẽz  International, Inc.

Mondelẽz  International Holdings LLC

Schedule B

Mondelẽz International, Inc.

Mondelẽz International Holdings LLC