Sec Form 4 Filing - JAB BevCo B.V. @ Keurig Dr Pepper Inc. - 2023-05-03

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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 BevCo 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)
05/03/2023
(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 05/03/2023 J 57,465,170 ( 1 ) D 383,443,879 D ( 2 )
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 BevCo B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
Acorn Holdings B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
JAB Coffee & Beverages B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
JAB Forest B.V.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
JAB Holdings 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.
PIET HEINKADE 55
AMSTERDAM, P71019 GM
X
Agnaten SE
4, RUE JEAN MONNET
LUXEMBOURG, N4L-2180
X
Lucresca SE
4, RUE JEAN MONNET
LUXEMBOURG, N4L-2180
X
Signatures
/s/ Luuk Hoogeveen, Managing Director of JAB BevCo B.V.; /s/ Leo Burgers, Managing Director of JAB BevCo B.V. 05/03/2023
Signature of Reporting Person Date
/s/ Luuk Hoogeveen, Managing Director of Acorn Holdings B.V.; /s/ Ricardo Rittes, Managing Director of Acorn Holdings B.V. 05/03/2023
Signature of Reporting Person Date
/s/ Luuk Hoogeveen, Managing Director of JAB Coffee & Beverages B.V.; /s/ Ricardo Rittes, Managing Director of JAB Coffee & Beverages B.V. 05/03/2023
Signature of Reporting Person Date
/s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. in its capacity as Managing Director of JAB Forest B.V. 05/03/2023
Signature of Reporting Person Date
/s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. 05/03/2023
Signature of Reporting Person Date
/s/ Frank Engelen, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l. 05/03/2023
Signature of Reporting Person Date
/s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l. 05/03/2023
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. 05/03/2023
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Lucresca SE 05/03/2023
Signature of Reporting Person Date
/s/ Joachim Creus, Authorized Representative of Agnaten SE 05/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 3, 2023, JAB Coffee & Beverages B.V. ("JAB C&B") entered into an agreement with an affiliate of JAB Consumer Partners SCA SICAR ("JCP"), pursuant to which JAB C&B agreed to distribute 57,465,170 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to such affiliate of JCP (the "Distribution"). The Distribution reflects the final distribution of Shares to over 45 limited partners of JCP. Following the Distribution, JAB BevCo B.V. will own 383.4 million Shares as a long-term anchor shareholder.
( 2 )These Shares are held by JAB BevCo 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 Shares held by JAB BevCo B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

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