Sec Form 4 Filing - Cortes Fernando @ Keurig Dr Pepper Inc. - 2018-07-09

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
Cortes Fernando
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
5301 LEGACY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2018
(Street)
PLANO, TX75024
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)
Common Stock
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 07/09/2018 M( 1 ) 2,547 A $ 0 2,547 D
Common Stock 07/09/2018 J( 2 ) 201 A $ 0 2,748 D
Common Stock 07/09/2018 M( 1 ) 434 A $ 0 3,182 D
Common Stock 07/09/2018 J( 3 ) 23 A $ 0 3,205 D
Common Stock 07/09/2018 M( 1 ) 844 A $ 0 4,049 D
Common Stock 07/09/2018 J( 4 ) 25 A $ 0 4,074 D
Common Stock 07/09/2018 M( 1 ) 2,215 A $ 0 6,289 D
07/09/2018 J( 5 ) 24 A $ 0 6,313 D
Common Stock 07/09/2018 M( 1 ) 1,049 A $ 0 7,362 D
Common Stock 07/09/2018 J( 6 ) 5 A $ 0 7,367 D
Common Stock 07/09/2018 M( 1 ) 2,408 A $ 0 9,775 D
Common Stock 07/09/2018 J( 7 ) 11 A $ 0 9,786 D
Common Stock 07/09/2018 M( 8 ) 6,044 A $ 91.98 15,830 D
Common Stock 07/09/2018 M( 8 ) 6,030 A $ 94.62 21,860 D
Common Stock 07/09/2018 M( 9 ) 1,374 A $ 0 23,234 D
Common Stock 07/09/2018 M( 9 ) 1,306 A $ 0 24,540 D
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
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 2,547 ( 11 ) ( 11 ) Common Stock 2,547 $ 0 0 D
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 434 ( 12 ) ( 12 ) Common Stock 434 $ 0 0 D
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 844 ( 13 ) ( 13 ) Common Stock 844 $ 0 0 D
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 2,215 ( 14 ) ( 14 ) Common Stock 2,215 $ 0 0 D
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 1,049 ( 15 ) ( 15 ) Common Stock 1,049 $ 0 0 D
Restricted Stock Unit $ 0 ( 10 ) 07/09/2018 M( 1 ) 2,408 ( 16 ) ( 16 ) Common Stock 2,408 $ 0 0 D
Employee Stock Option (Right to Buy) $ 91.98 07/09/2018 M( 8 ) 6,044 ( 17 ) 03/02/2026 Common Stock 6,044 $ 0 0 D
Employee Stock Option (Right to Buy) $ 94.62 07/09/2018 M( 8 ) 6,030 ( 18 ) 03/02/2027 Common Stock 6,030 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cortes Fernando
5301 LEGACY DRIVE
PLANO, TX75024
Executive Vice President
Signatures
James L. Baldwin, attorney in fact 07/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018, (the "Merger Agreement"), by and among Maple Parent Holdings Corp., a Delaware corporation ("Maple Parent"), DPS and Salt Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of DPS ("Merger Sub"), Merger Sub merged on July 9, 2018 with and into Maple Parent (the "Merger"), with Maple Parent surviving the Merger as a wholly-owned subsidiary of DPS. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding Restricted Stock Unit ("RSU") of DPS vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares underlying such DPS RSU, and (ii) an amount in cash equal to the number of shares underlying such DPS RSU multiplied by the special cash dividend per share amount.
( 2 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (1) above.
( 3 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (3) above.
( 4 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (5) above.
( 5 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (7) above.
( 6 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (9) above.
( 7 )These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (11) above.
( 8 )Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding DPS stock option was converted into a right of the holder of such DPS stock option to receive as soon as administratively practicable following the effective time (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS stock option, and (ii) an amount in cash equal to the number of shares underlying such DPS stock option multiplied by the difference between the special cash dividend per share amount and the exercise price per share of such DPS stock option as of immediately prior to the record date for the special cash dividend.
( 9 )Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding Performance Stock Unit ("PSU") (with DPS PSUs vesting at target performance levels or at such higher performance levels as may be required pursuant to the applicable terms of a DPS benefit plan) vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS PSU, and (ii) an amount in cash equal to the number of shares underlying such DPS PSU multiplied by the special cash dividend per share amount.
( 10 )Each restricted stock unit represented a contingent right to receive one share of the Issuer's Common Stock and was granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009.
( 11 )These restricted stock units were to vest on March 2, 2020.
( 12 )These restricted stock units were to vest on March 2, 2019.
( 13 )1/2 of these shares were to vest on March 4, 2019 and the remaining shares were to vest on 3/4/2020.
( 14 )These restricted stock units were to vest in three equal annual installments commencing on December 1, 2018.
( 15 )These restricted stock units were to vest in three equal annual installments commencing on January 2, 2019.
( 16 )These restricted stock units were to vest on March 4, 2021.
( 17 )This option was granted March 2, 2016 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2017.
( 18 )This option was granted on March 2, 2017 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2018.

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