Sec Form 4 Filing - Loucks Brian Andrew @ Keurig Dr Pepper Inc. - 2018-07-09

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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
Loucks Brian Andrew
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)
President Keurig Appliances
(Last) (First) (Middle)
53 SOUTH AVE.
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2018
(Street)
BURLINGTON, MA01803
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)
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 A( 1 ) 50,513 A $ 0 ( 1 ) 50,513 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 ( 2 ) 07/09/2018 A( 3 ) 50,514 ( 4 ) ( 4 ) Common Stock 50,514 $ 0 50,514 D
Restricted Stock Unit ( 2 ) 07/09/2018 A( 3 ) 12,629 ( 5 ) ( 5 ) Common Stock 12,629 $ 0 12,629 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Loucks Brian Andrew
53 SOUTH AVE.
BURLINGTON, MA01803
President Keurig Appliances
Signatures
Kristin E. Blazewicz, attorney in fact 07/11/2018
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"), Dr Pepper Snapple Group, Inc., a Delaware corporation ("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 (the "Merger"), with Maple surviving the Merger as a wholly-owned subsidiary of DPS. As of the effective time of the Merger, DPS was renamed Keurig Dr Pepper Inc. ("KDP"), and each share of common stock of Maple issued and outstanding immediately prior to the effective time was converted into the right to receive 96.4 fully paid and nonassessable shares of KDP common stock.
( 2 )Upon vesting, each Restricted Stock Unit settles for one share of common stock.
( 3 )Pursuant to the Merger Agreement, as of the effective time of the Merger, each Maple Restricted Stock Unit ("RSU") that was outstanding immediately prior to the effective time was converted to 96.4 KDP RSUs, with the same terms and conditions as were applicable under such Maple RSU immediately prior to the effective time.
( 4 )These Restricted Stock Units vest on March 7, 2022.
( 5 )These Restricted Stock Units vest on March 13, 2022.

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