Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover page shall
be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(the “
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes
).
CUSIP No. G25839104
|
13G
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Coca-Cola Company
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
87,950,640
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
87,950,640
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
87,950,640
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.2% (1)
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(1) Based on a total of approximately 483,076,396 CCEP Shares (as
defined below) outstanding as of December 31, 2016, as reported on CCEP’s Form 6-K filed with the Securities and Exchange
Commission (the “
Commission
”), on January 3, 2017.
CUSIP No. G25839104
|
13G
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
European Refreshments
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
87,950,640
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
87,950,640
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
87,950,640
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.2% (2)
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(2) Based on a total of approximately 483,076,396 CCEP Shares outstanding
as of December 31, 2016, as reported on CCEP’s Form 6-K filed with the Commission on January 3, 2017.
CUSIP No. G25839104
|
13G
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Coca-Cola Export Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
87,950,640
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
87,950,640
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
87,950,640
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.2% (3)
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(3) Based on a total of approximately 483,076,396 CCEP Shares outstanding
as of December 31, 2016, as reported on CCEP’s Form 6-K filed with the Commission on January 3, 2017.
CUSIP No. G25839104
|
13G
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Atlantic Industries
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
87,950,640
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
87,950,640
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
87,950,640
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.2% (4)
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(4) Based on a total of approximately 483,076,396 CCEP Shares outstanding
as of December 31, 2016, as reported on CCEP’s Form 6-K filed with the Commission on January 3, 2017.
This Schedule 13G (this “
Schedule 13G
”) relates to ordinary shares, nominal value €0.01 per share (“
CCEP Shares
”) issued by Coca-Coca European Partners plc (“
CCEP
”). This Schedule 13G is filed on behalf of The Coca-Cola Company (“
TCCC
”), TCCC’s direct wholly-owned subsidiary The Coca-Cola Export Corporation (“
ExportCo
”) and TCCC’s indirect wholly-owned subsidiaries Atlantic Industries (“
Atlantic
”) and European Refreshments (“
ER
” and collectively, the “
Reporting Persons
”).
Item
1(a). Name of Issuer:
Coca-Coca European Partners plc
Item 1(b). Address of Issuer’s Principal Executive Offices:
|
|
Bakers Road, Uxbridge, UB8 1EZ, United Kingdom
Item 2(a). Name of Person Filing:
|
|
This Schedule 13G is filed on behalf of the Reporting Persons
with respect to CCEP Shares.
TCCC owns 100% of ExportCo, which owns 100% of Atlantic.
Atlantic owns 100% of ER. Because of the relationship between each of TCCC, ExportCo and Atlantic with ER, each may be deemed to
share beneficial ownership of the CCEP Shares held by ER.
The Reporting Persons have entered into a joint filing
agreement in accordance with the provisions of Rule 13d-1(k)(1) under the Act, a copy of which is attached as
Exhibit 1
hereto. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons
that a “group” within the meaning of Section 13(d)(3) of the Act exists.
Item 2(b). Address of Principal Business Office or, if none, Residence:
|
|
The principal business address of each of TCCC and ExportCo
is:
One Coca-Cola Plaza
Atlanta, Georgia 30313
The principal business address of ER is:
Southgate, Dublin Road
Drogheda, County Meath, Ireland
The principal business address of Atlantic is:
c/o Maples Corporate Services Limited
South Church Street
George Town, Grand Cayman KY1-1104
See response to Item 4 of each of the cover pages.
Item 2(d). Titles of Classes of Securities:
|
|
Ordinary shares of nominal value €0.01 per ordinary
share.
G25839104
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
o
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a—8);
|
(e)
|
o
|
An investment adviser in accordance with §240.13d—1(b)(1)(ii)(E);
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with §240.13d—1(b)(1)(ii)(F);
|
(g)
|
o
|
A parent holding company or control person in accordance with §240.13d—1(b)(1)(ii)(G);
|
(h)
|
o
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
o
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a—3);
|
(j)
|
o
|
A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
|
(k)
|
o
|
Group, in accordance with §240.13d—1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
Item 4. Ownership.
|
|
|
|
|
|
(a)
|
|
Amount beneficially owned:
See responses to Item 9 on each cover page.
|
|
|
(b)
|
|
Percent of class:
See responses to Item 11 on each cover page.
|
|
|
(c)
|
|
Number of shares as to which the person has:
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
|
|
|
|
(ii)
|
Shared power to vote or
to direct the vote:
See responses
to Item 6 on each cover page.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
|
|
Item 5. Ownership of Five Percent
or Less of a Class.
|
|
|
|
|
|
|
|
|
|
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
|
|
Not Applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
See Item 2(a).
Item 8. Identification and Classification of Members of the Group.
|
|
Certain indirect wholly-owned subsidiaries
of TCCC, including ER (the “
TCCC Parties
”) have entered into a Shareholders’ Agreement, dated as of May
28, 2016 (as may be supplemented and amended from time to time, the “
Shareholders Agreement
”), with CCEP and
Olive Partners S.A. (“
Olive
”). The Shareholders Agreement provides for, among other things, certain transfer
restrictions with respect to CCEP Shares held by the TCCC Parties and Olive and certain governance rights of the TCCC Parties and
Olive.
Because of the relationship between the
TCCC Parties and Olive as a result of the Shareholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under
the Act, to beneficially own at December 31, 2016 (based on publicly available information) 254,079,627 CCEP Shares held in the
aggregate by the TCCC Parties and Olive, or 52.6% of the total number of outstanding CCEP Shares (based on a total of approximately
483,076,396 CCEP Shares outstanding as of December 31, 2016, as reported on CCEP’s Form 6-K filed with the Commission on
January 3, 2017). Each Reporting Person and each TCCC Party disclaims beneficial ownership of any CCEP Shares held by Olive. Nothing
contained herein shall be deemed to be an admission by the Reporting Persons that a “group” within the meaning of Section
13(d)(3) of the Act exists, and the Reporting Persons expressly disclaim membership in any such “group”.
Item 9. Notice of Dissolution of Group.
|
|
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2017
|
THE COCA-COLA COMPANY
By:
/s/ Bernhard Goepelt
|
|
Name:
|
Bernhard Goepelt
|
|
Title:
|
Senior Vice President and General Counsel
|
|
|
|
|
|
|
|
THE COCA-COLA EXPORT CORPORATION
By:
/s/ Bernhard Goepelt
|
|
Name:
|
Bernhard Goepelt
|
|
Title:
|
Vice President and General Counsel
|
|
|
|
|
|
ATLANTIC INDUSTRIES
|
|
|
|
By:
/s/ Bernhard Goepelt
|
|
Name:
|
Bernhard Goepelt
|
|
Title:
|
Vice President and General Counsel
|
|
|
|
|
|
|
|
EUROPEAN REFRESHMENTS
|
|
|
|
By:
/s/ Miriam Doyle
|
|
Name:
|
Miriam Doyle
|
|
Title:
|
Director
|