Sec Form 4 Filing - Mondelez International, Inc. @ Keurig Dr Pepper Inc. - 2022-04-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Mondelez International, Inc.
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
905 WEST FULTON MARKET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/19/2022
(Street)
CHICAGO, IL60607
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 04/19/2022 D 4,961( 1 ) D $ 0 75,543,005( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Monde lez International, Inc.
905 WEST FULTON MARKET
SUITE 200
CHICAGO, IL60607
X
Signatures
/s/ Ellen M. Smith, Senior Vice President and Chief Counsel, Corporate Secretary 04/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective April 1, 2022, Nelson Urdaneta (the "Director Nominee"), director nominee of Mondelez International, Inc. ("Mondelez International"), no longer serves on the Board of Directors of Keurig Dr Pepper ("KDP"). Pursuant to KDP's Omnibus Stock Incentive Plan of 2019 and the agreements pursuant to which grants of Restricted Stock Units ("RSUs") were made to Mr. Urdaneta, as applicable, upon cessation of his service on the Board of Directors, grants made to Mr. Urdaneta become fully vested except that RSUs granted within one year prior to the date of termination of service become fully vested with respect to the Applicable Fraction of the RSUs and are forfeited and canceled with respect to the remaining RSUs.
( 2 )The Director Nominee agreed that he would not receive any separate compensation for serving as a director of KDP and would transfer to Mondelez International any director compensation received from KDP, including any awards made pursuant to grants of RSUs. On April 19, 2022, KDP delivered to the Director Nominee 1,598 shares of KDP common stock pursuant to vested RSU grants. The Director Nominee agreed to surrender beneficial ownership of these shares to Mondelez International, and we are now reporting these shares as directly owned. As of the date of this Report, Mondelez International owns no shares of KDP indirectly.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.