Sec Form 4 Filing - El-Zoghbi Georges @ Kraft Foods Group, Inc. - 2014-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
El-Zoghbi Georges
2. Issuer Name and Ticker or Trading Symbol
Kraft Foods Group, Inc. [ KRFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Pres, Chs Dairy & Exprts
(Last) (First) (Middle)
KRAFT FOODS GROUP, INC., THREE LAKES DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2014
(Street)
NORTHFIELD, IL60093
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 03/07/2014 A 6,689 A $ 55.65 51,791 D
Common Stock ( 2 ) 03/07/2014 A 1,672 A $ 0 53,463 D
Common Stock 03/10/2014 M 3,626 A $ 30.559 57,089 D
Common Stock 03/10/2014 M 4,800 A $ 24.499 61,889 D
Common Stock 03/10/2014 M 10,299 A $ 30.206 72,188 D
Common Stock 03/10/2014 M 15,713 A $ 32.984 87,901 D
Common Stock 03/10/2014 S 26,270 D $ 55.76 ( 3 ) 61,631 D
Tab le 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 30.559 03/10/2014 M 3,626 02/04/2011 02/02/2018 Common Stock 3,626 $ 0 0 D
Stock Option (right to buy) $ 24.499 03/10/2014 M 4,800 02/17/2012 02/20/2019 Common Stock 4,800 $ 0 0 D
Stock Option (right to buy) $ 30.206 03/10/2014 M 10,299 02/22/2013 02/21/2020 Common Stock 10,299 $ 0 0 D
Stock Option (right to buy) $ 32.984 03/10/2014 M 15,713 02/24/2014 02/23/2021 Common Stock 15,713 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
El-Zoghbi Georges
KRAFT FOODS GROUP, INC.
THREE LAKES DRIVE
NORTHFIELD, IL60093
EVP & Pres, Chs Dairy & Exprts
Signatures
/s/ Phuong Lam, by Power of Attorney 03/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Deferred compensation units, which will be settled in shares of common stock, issued pursuant to the Issuer's Management Stock Purchase Plan (the "MSPP").
( 2 )Restricted stock units issued pursuant to the MSPP that vest on March 7, 2017.
( 3 )The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.75 to $55.79, inclusive, for payment of the exercise prices and taxes. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnote (3) to this Form 4.

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).

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