Statement of Changes in Beneficial Ownership (4)
November 19 2020 - 5:28PM
Edgar (US Regulatory)
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 OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Maple Holdings B.V. |
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc.
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KDP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
OOSTERDOKSSTRAAT 80 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2020 |
(Street)
AMSTERDAM, P7 1011DK
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 11/17/2020 | | S | | 20000000 (1) | D | $28.30 | 585363798 | D (2) | |
Common Stock, par value $0.01 per share | 11/17/2020 | | J | | 119062598 (3) | D | (3) | 466301200 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | On November 17, 2020, Maple Holdings B.V. ("Maple Holdings") agreed to sell (the "Share Sale") 20,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the "Underwriters"), pursuant to an Underwriting Agreement, by and among Maple Holdings, KDP, Mondelez International Holdings LLC and the Underwriters. |
(2) | These Shares are held by Maple Holdings, a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed a beneficial owner of Shares held by Maple Holdings. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
(3) | On November 17, 2020, Acorn Holdings B.V. ("Acorn") and Maple Holdings entered into an agreement with JAB Consumer Fund SCA SICAR ("JCF"), pursuant to which Acorn agreed to distribute 119,062,598 Shares of KDP to JCF in redemption of JCF's existing interest in Acorn. JCF has advised the Reporting Persons that it expects to distribute such Shares to its limited partners. The distributed Shares will be subject to a lock-up arrangement with Acorn that will ratably apply for a period from six to twelve months. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Maple Holdings B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7 1011DK |
| X |
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Acorn Holdings B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7 1011DK |
| X |
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Signatures
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/s/ Luuk Hoogeveen, Director of Maple Holdings B.V.; /s/ Leo Burgers, Director of Maple Holdings B.V. | | 11/19/2020 |
**Signature of Reporting Person | Date |
/s/ Joachim Creus, Proxy Holder of Acorn Holdings B.V. | | 11/19/2020 |
**Signature of Reporting Person | Date |
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