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Sec Form 4 Filing - 3G Global Food Holdings LP @ Kraft Heinz Co - 2018-08-06

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
3G Global Food Holdings LP
2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC]
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)
C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2018
(Street)
NEW YORK, NY10016
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 ( 1 ) 08/06/2018 J( 2 ) 20,630,314 D $ 0 290,727,687 D ( 1 ) ( 2 )
Common Stock 08/07/2018 S( 3 ) 20,630,314 D $ 59.85 270,097,373 I ( 2 ) ( 3 ) See Footnote ( 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
3G Global Food Holdings LP
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10016
X
3G Global Food Holdings GP LP
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10016
X
3G Capital Partners II, L.P.
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10016
X
3G Capital Partners Ltd.
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10016
X
Signatures
/s/ Bernardo Piquet 08/07/2018
** Signature of Reporting Person Date
/s/ Bernardo Piquet 08/07/2018
** Signature of Reporting Person Date
/s/ Bernardo Piquet 08/07/2018
** Signature of Reporting Person Date
/s/ Bernardo Piquet 08/07/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )3G Global Food Holdings LP ("3G GFH") directly owns the reported securities. As a result, 3G Global Food Holdings GP LP, as the general partner of 3G GFH, 3G Capital Partners II L.P., as the general partner of 3G Global Food Holdings GP LP, and 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II L.P., may be deemed to have voting and dispositive power with respect to the reported securities. Each of 3G GFH, 3G Global Food Holdings GP LP, 3G Capital Partners II L.P. and 3G Capital Partners Ltd. (the "3G Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 2 )3G GFH transferred 20,630,314 shares of Common Stock (the "Shares") to HK3 18 LP ("Holdings"). The transferred Shares are the sole assets of Holdings. Following the transfer and the reported transactions described in note 3 below, 3G GFH beneficially owns directly and indirectly 270,097,373 reported securities. Each of the 3G Reporting Persons and Holdings disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons and Holdings are or is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
( 3 )The reported transactions involved the sale of all of the Shares transferred by 3G GFH to Holdings. The Shares sold in the reported transactions did not include any Shares related to the original interest of the partners of 3G Capital Partners in 3G GFH (or, indirectly, The Kraft Heinz Company). 3G GFH has no current plan or intention to transfer or sell any additional Shares.

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).

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