Sec Form 4 Filing - JAB Holdings B.V. @ Keurig Dr Pepper Inc. - 2020-11-17

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) 11/17/2020 (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 11/17/2020 S 20,000,000 ( 1 ) ( 2 ) D $ 28.3 466,301,200 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

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 4, RUE JEAN MONNET LUXEMBOURG, N4L-2180 X Lucresca SE 4, RUE JEAN MONNET LUXEMBOURG, N4L-2180 X Signatures /s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of Acorn Top Holding B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. in its capacity as Managing Director of Acorn Top Holding B.V. 11/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. 11/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Director of JAB Holdings B.V.; /s/ Frank Engelen, Director of JAB Holdings B.V. 11/19/2020 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. 11/19/2020 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. 11/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. 11/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Agnaten SE 11/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Lucresca SE 11/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 17, 2020, Maple Holdings B.V. ("Maple Holdings") agreed to sell (the "Share Sale") 20,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the "Underwriters"), pursuant to an Underwriting Agreement, by and among Maple Holdings, KDP, Mondelez International Holdings LLC and the Underwriters. ( 2 )On the basis of Acorn Top Holding B.V.'s ("ATH") beneficial ownership of Ordinary Shares J of Acorn, 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. On the basis of ATH's beneficial ownership of Acorn, each Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings. Each of the Reporting Persons disclaims 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 ATH and JAB Forest. As such, each other Reporting Person herein, other than ATH and 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.

Remarks: To satisfy obligations that may arise under Section 16(b) of the Securities Exchange Act of 1934 in connection with 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"), JAB Holdings previously paid $740,000, $21,343,798 and $6,738,202, to KDP in respect of any such obligations arising in connection with the transactions reported in Forms 4 filed with the Commission on May 22, 2020, June 11, 2020 and August 19, 2020, respectively. No additional payments are required in respect of any such obligations as a result of the transactions disclosed herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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