Sec Form 4 Filing - CAHILL JOHN T @ Kraft Heinz Co - 2021-05-04

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 CAHILL JOHN T 2. Issuer Name and Ticker or Trading Symbol Kraft Heinz Co [ KHC] 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) C/O THE KRAFT HEINZ COMPANY, ONE PPG PLACE, SUITE 3200 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2021 (Street) PITTSBURGH, PA15222 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 05/04/2021 M 209,488 A $ 32.23 228,442 ( 1 ) D Common Stock 05/04/2021 S 209,488 D $ 42.279 ( 2 ) 18,954 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 Stock Options (right to buy) $ 32.23 05/04/2021 M 209,488 01/02/2013( 3 ) 01/03/2022 Common Stock 209,488 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAHILL JOHN T C/O THE KRAFT HEINZ COMPANY ONE PPG PLACE, SUITE 3200 PITTSBURGH, PA15222 X Signatures /s/ Nicole Fritz, by Power of Attorney 05/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total number of shares includes 883 shares acquired through a dividend reinvestment program. ( 2 )This transaction was executed in multiple trades at prices ranging from $41.90 to $42.45. The price reported above reflects the weighted average sale price. Mr. Cahill hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer full information regarding the number of shares and the prices at which the transaction was effected. ( 3 )The stock options originally vested or were scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable." Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each Kraft stock option (whether vested or unvested) held by Mr. Cahill was converted into the right to receive an option to purchase shares of The Kraft Heinz Company ("Issuer") common stock, and all unvested Issuer stock options vested and became 100% exercisable upon Mr. Cahill's termination of employment by Kraft in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.

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).

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