Sec Form 4 Filing - JAB Holdings B.V. @ Keurig Dr Pepper Inc. - 2020-06-11

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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)
06/11/2020
(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 06/11/2020 J 0 ( 1 ) ( 2 ) D $ 0 ( 1 ) ( 2 ) 726,084,122 I See Footnote ( 3 )
Common Stock, par value $0.01 per share 14,780,000 D ( 4 )
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
Ordinary Shares K ( 5 ) ( 5 ) 06/11/2020 J( 5 ) 24,757,964 ( 5 ) ( 5 ) Common Stock 24,757,964 $ 28.5441 458,629,049 I See Footnote ( 6 )
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. 06/12/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Fabien Simon, Director of JAB Holdings B.V. 06/12/2020
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. 06/12/2020
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. 06/12/2020
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. 06/12/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Lucresca SE 06/12/2020
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Agnaten SE 06/12/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )JAB Forest B.V. ("JAB Forest") holds and beneficially owns ordinary shares K (the "Ordinary Shares K") and ordinary shares J (the "Ordinary Shares J") of Acorn Holdings B.V. ("Acorn"). On June 11, 2020, Acorn transferred (the "Letter Business Transfer") equity interests of Maple Holdings B.V. ("Maple Holdings") allocated to the Ordinary Shares K to the Ordinary Shares J. Maple Holdings holds and beneficially owns shares (the "Shares") of common stock, par value $0.01 per share, of Keurig Dr Pepper Inc. ("KDP").
( 2 )On the basis of JAB Forest's beneficial ownership of Ordinary Shares K and Ordinary Shares J of Acorn, the Letter Business Transfer 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 and beneficially owned by Maple Holdings, an indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of the Shares held by Maple Holdings. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
( 4 )These Shares are held and beneficially owned by JAB Holdings B.V. ("JAB Holdings"), a direct or indirect subsidiary of each other Reporting Person herein, other than JAB Forest. As such, each other Reporting Person herein, other than JAB Forest, may be deemed a beneficial owner of Shares held by JAB Holdings. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
( 5 )Ordinary Shares K, which do not expire, exclusively represent an interest in Shares beneficially owned by Acorn from time to time (or the cash value thereof). On June 11, 2020, JAB Forest agreed to sell Ordinary Shares K then representing an interest in 24,757,964 Shares.
( 6 )These Ordinary Shares K are held and beneficially owned by JAB Forest, 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. 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, on the one hand, the transactions reported herein and, on the other hand, the March 9, 2020 purchase of 7,400,000 Shares and the May 22, 2020 purchase of 7,380,000 Shares reported by the Reporting Persons on March 11, 2020 and May 22, 2020, respectively, in each case in a Form 4 filed with the Securities and Exchange Commission (the "Commission"), on June 11, 2020 JAB Holdings paid $21,343,798 to KDP by wire transfer of immediately available funds. As disclosed by the Reporting Persons in the Form 4 filed with the Commission on May 22, 2020, JAB Holdings previously paid $740,000 to KDP in respect of any such obligations arising in connection with the transactions reported in Forms 4 filed with the Commission on March 11, 2020 and May 22, 2020.

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