Sec Form 4 Filing - JAB Holdings B.V. @ Keurig Dr Pepper Inc. - 2020-05-20

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
JAB Holdings B.V.
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PIET HEINKADE 55,
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2020
(Street)
AMSTERDAM, P71019 GM
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.01 per share 05/20/2020 S 40,000,000 ( 1 ) ( 2 ) D $ 27.1 868,745,095 I See Footnote ( 3 )
Common Stock, par value $0.01 per share 05/22/2020 P 7,380,000 ( 4 ) A $ 27.1 14,780,000 D ( 5 )
Ordinary Shares K ( 6 )
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 (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
( 6 ) 05/22/2020 J( 6 ) 10,479,705 ( 6 ) ( 6 ) Common Stock 10,479,705 $ 27.1 483,387,013 D ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JAB Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
JAB Forest B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
JAB Investments S.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4L-2180
X
JAB Holding Co s.a r.l.
4, RUE JEAN MONNET
LUXEMBOURG, N4L-2180
X
Joh. A. Benckiser B.V.
OOSTERDOKSSTRAAT 80
AMSTERDAM, P71011 DK
X
Agnaten SE
ROOSEVELTPLATZ 4-5
TOP 10
VIENNA, C4A-1090
X
Lucresca SE
ROOSEVELTPLATZ 4-5
TOP 10
VIENNA, C4A-1090
X
Signatures
/s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Fabien Simon, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. 05/22/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Fabien Simon, Director of JAB Holdings B.V. 05/22/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. 05/22/2020
Signature of Reporting Person Date
/s/ Constantin Thun, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. 05/22/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Fabien Simon, Director of Joh. A. Benckiser B.V. 05/22/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Lucresca SE 05/22/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Agnaten SE 05/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 20, 2020, Maple Holdings B.V. agreed to sell (the "Share Sale") 40,000,000 shares of common stock, par value $0.01 per share, of Keurig Dr Pepper Inc. (the "Shares") to Goldman Sachs & Co. LLC (the "Underwriter"), pursuant to an Underwriting Agreement, by and among Maple Holdings B.V., Keurig Dr Pepper Inc. and the Underwriter.
( 2 )On the basis of JAB Forest B.V.'s beneficial ownership of Ordinary Shares K of Acorn Holdings B.V. (as described in footnote 7 herein), the Share Sale may be deemed a sale of Shares by each Reporting Person herein to the extent of such Reporting Person's pecuniary interest therein.
( 3 )These Shares are held by Maple Holdings B.V. On the basis of JAB Forest B.V.'s beneficial ownership of Ordinary Shares K of Acorn Holdings B.V. (as described in footnote 7 herein), each Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings B.V. Each of the Reporting Persons disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
( 4 )On May 22, 2020, JAB Holdings B.V. purchased 7,380,000 Shares from the Underwriter.
( 5 )These Shares are held and beneficially owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein, other than JAB Forest B.V. As such, each other Reporting Person herein, other than JAB Forest B.V., may be deemed a beneficial owner of Shares held by JAB Holdings B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
( 6 )JAB Forest B.V. holds and beneficially owns ordinary shares K (the "Ordinary Shares K") of Acorn Holdings B.V. Ordinary Shares K, which do not expire, exclusively represent an interest in Shares beneficially owned by Acorn Holdings B.V. from time to time (or the cash value thereof). On May 22, 2020, JAB Forest B.V. agreed to sell Ordinary Shares K then representing an interest in 10,479,705 Shares.
( 7 )These Ordinary Shares K are held and beneficially owned by JAB Forest B.V., 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 Ordinary Shares K held by JAB Forest B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Ordinary Shares K, except to the extent of its pecuniary interests therein.

Remarks:
To satisfy obligations that may arise under Section 16(b) of the Securities Exchange Act of 1934 in connection with the securities sales reported herein and the March 9, 2020 purchase of 7,400,000 Shares reported by the Reporting Persons in a Form 4 filed with the Securities and Exchange Commission on March 11, 2020, on May 22, 2020 JAB Holdings B.V. paid $740,000 to Keurig Dr Pepper Inc. by wire transfer of immediately available funds.

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