SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
KEURIG DR PEPPER INC.
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
49271V100
(CUSIP Number)
 
Joachim Creus
Maple Holdings B.V.
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
Tel.: +31 20 406 10 01
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
Copies To:
Paul T. Schnell, Esq.
Sean C. Doyle, Esq.
Maxim O. Mayer-Cesiano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Tel.: (212) 735-3000
 
June 11, 2020
(Date of Event Which Requires Filing of This Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨
 
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

   
* The remainder of this cover page shall be filled out for 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 on 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 (“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).

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

Maple Holdings B.V.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           726,084,122 (1) (see Items 4 and 5) 
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          726,084,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

726,084,122 shares of Common Stock (1) (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

51.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (“Common Stock”), of Keurig Dr Pepper Inc. (“KDP”) that may be deemed to be beneficially owned by Maple Holdings B.V. (“Maple Holdings”), after giving effect to the transactions described in Item 4.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement No. 3 dated May 20, 2020 (the “Prospectus Supplement”) supplementing the Registration Statement (including a prospectus) on Form S-3 and the Resale Prospectus Supplement each filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on August 27, 2019.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

Acorn Holdings B.V.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           726,084,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          726,084,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

726,084,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

51.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Acorn Holdings B.V. (“Acorn”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

JAB Forest B.V.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           726,084,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          726,084,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

726,084,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

51.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Forest B.V. (“Forest”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.


 

 


CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

JAB Holdings B.V.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Holdings B.V. (“JAB Holdings”), including the shares of Common Stock beneficially owned by Maple Holdings. JAB Holdings may be deemed to have beneficial ownership of the shares held by Maple Holdings since Maple Holdings is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock held by Maple Holdings for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

JAB Investments S.à r.l.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. JAB Investments S.à r.l. (“JAB Investments”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary and JAB Holdings is a direct subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

JAB Holding Company S.à r.l.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2)(see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. JAB Holding Company S.à r.l. (“JAB Holding Company”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

Joh. A. Benckiser B.V.

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Joh. A. Benckiser B.V. (“Joh. A. Benckiser”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Joh. A. Benckiser. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

Agnaten SE

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 


CUSIP No. 49271V100    
1.  

NAMES OF REPORTING PERSONS:

 

Lucresca SE

   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
3.  

SEC USE ONLY

 

   
4.  

SOURCE OF FUNDS

 

N/A

   
5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7.      SOLE VOTING POWER
           None
    8.      SHARED VOTING POWER
           740,864,122 (1) (see Items 4 and 5)
    9.      SOLE DISPOSITIVE POWER
           None
  10.      SHARED DISPOSITIVE POWER
          740,864,122 (1) (see Items 4 and 5)

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

740,864,122 shares of Common Stock (see Items 4 and 5)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

52.6% of Common Stock (2) (see Item 5)

   
14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings or JAB Holdings. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such shares since Maple Holdings and JAB Holdings are indirect subsidiaries of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,407,151,408 shares of Common Stock issued and outstanding as of April 28, 2020, as set forth in Prospectus Supplement.

 

 

 

 

EXPLANATORY NOTE

 

This Schedule 13D/A constitutes Amendment No. 5 (“Amendment No. 5”) to and amends and supplements the prior statement on Schedule 13D as filed on July 19, 2018, as amended by Amendment No. 1 filed on May 16, 2019, Amendment No. 2 filed on May 28, 2019, Amendment No. 3 filed on March 9, 2020 and Amendment No. 4 filed on May 22, 2020 (as so amended, the “Schedule 13D”), by (i) Maple Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Maple Holdings”), (ii) Acorn Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Maple Holdings (“Acorn”), (iii) JAB Forest B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Acorn (“Forest”), (iv) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Forest (“JAB Holdings”), (v) JAB Investments S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (“JAB Investments”), (vi) JAB Holding Company S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments (“JAB Holding Company”), (vii) Joh. A. Benckiser B.V. (formerly known as Donata Holdings B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is a parent company of JAB Holding Company (“Joh. A. Benckiser”), (viii) Agnaten SE, a private company incorporated under the laws of Austria, which is a parent company of JAB Holding Company (“Agnaten”), and (ix) Lucresca SE, a private company incorporated under the laws of Austria, which is the parent company of Joh. A. Benckiser (“Lucresca”, and together with Maple Holdings, Acorn, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser and Agnaten, the “Reporting Persons”). Except as set forth herein, the Schedule 13D as previously amended remains applicable.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On June 11, 2020, Acorn and Maple Holdings entered into agreements (each, a “Redemption Agreement”) with affiliates of each of BDT Capital Partners, LLC (“BDT”), Quadrant Capital Advisors, Inc. (“Quadrant”) and JAB Consumer Fund SCA SICAR (“JCF” and together with BDT and Quadrant, the “Minority Partners”), pursuant to which Acorn shall distribute shares of Common Stock, par value $0.01 per share (the “Shares”), of Keurig Dr Pepper Inc. (“KDP”) to each Minority Partner (collectively, the “Distribution”) in partial redemption of such Minority Partner’s existing interest in Acorn. Under the Redemption Agreements, Acorn shall distribute an aggregate number of 142,660,973 Shares to the Minority Partners. All of the Minority Partners receiving Shares as part of the Distribution will be subject to lock-up provisions on 50% of distributed Shares until November 16, 2020 and on the remaining 50% of the Shares until June 11, 2021. The foregoing description of the Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of such agreement, which is attached hereto as Exhibit 9 and is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

(a) – (b) Maple Holdings beneficially owns 726,084,122 Shares, after giving effect to the Distribution, which represents 51.6% of the issued and outstanding Shares as of April 28, 2020, as set forth in Prospectus Supplement No. 3 dated May 20, 2020 (the “Prospectus Supplement”) supplementing the Registration Statement (including prospectus) on Form S-3 and the Resale Prospectus Supplement each filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on August 27, 2019. Each of Acorn and Forest may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with Maple Holdings the power to vote or dispose, or to direct the voting or disposition of, the 726,084,122 Shares beneficially owned by Maple Holdings. Therefore, for the purpose of Rule 13d-3, Acorn and Forest may be deemed to be the beneficial owners of an aggregate of 726,084,122 Shares.

 

Each of JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of, the aggregate 14,780,000 Shares acquired by JAB Holdings as previously disclosed in Amendment No. 3 and Amendment No. 4 to this Schedule 13D, and, together with Maple Holdings, Acorn and Forest, to share the power to vote or dispose, or to direct the voting or disposition of, the 726,084,122 Shares beneficially owned by Maple Holdings. Therefore, for the purpose of Rule 13d-3, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed to be the beneficial owners of an aggregate of 740,864,122 Shares, which represents 52.6% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement.

 

 

 

 

As of the date hereof, Peter Harf may be deemed to be the beneficial owner of an aggregate of 178,200 Shares, 21,400 of which are owned by Mr. Harf’s spouse, which represents less than 0.1% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement. Mr. Harf has the sole power to vote or dispose, or direct the voting or disposition of, 156,800 Shares. Mr. Harf disclaims beneficial ownership of the Shares owned by his spouse.

 

As of the date hereof, Olivier Goudet beneficially owns 40,000 Shares, which represents less than 0.1% of the issued and outstanding Shares as of April 28, 2020, as set forth in the Prospectus Supplement.

 

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D beneficially owns any Shares. Neither the filing of this Amendment No. 5 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares.

 

(c) Except for the Distribution disclosed in Item 4 herein and the Share Sale and the Share Purchase disclosed in Amendment No. 4, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D, has effected any transactions in the Shares during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

In connection with the Distribution referred to in Item 4 above, Acorn and Maple Holdings entered into Redemption Agreements (see Item 4) with each of BDT, JCF and Quadrant, in each case substantially in the form attached hereto as Exhibit 9, which is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended and supplemented as follows:

 

Exhibit Number   Exhibit Name  
9.   Form of Redemption Agreement.

 

 

 

 

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: June 12, 2020

 

 

JAB FOREST B.V.

JAB HOLDINGS B.V.

JOH. A. BENCKISER B.V.

 
         
  By:   /s/ Joachim Creus  
  Name:   Joachim Creus  
  Title:   Director  
         
  By:   /s/ Fabien Simon  
  Name:   Fabien Simon  
  Title:   Director  
         
         
  ACORN HOLDINGS B.V.  
       
         
  By:   /s/ Joachim Creus  
  Name:   Joachim Creus  
  Title:   Proxy Holder  
         
       
  JAB HOLDING COMPANY S.À r.l.  
         
  By:   /s/ Constantin Thun  
  Name:   Constantin Thun  
  Title:   Manager  
         
  By:   /s/ Joachim Creus  
  Name:   Joachim Creus  
  Title:   Manager  
         
         
  JAB INVESTMENTS S.À R.L.  
     
  By:   /s/ Joachim Creus  
  Name:   Joachim Creus  
  Title:   Manager  
         
  By:   /s/ Philippe Chenu                    
  Name:   Philippe Chenu  
  Title:   Manager  
         

 

  AGNATEN SE  
  LUCRESCA SE  
         
  By:   /s/ Joachim Creus  
  Name:     Joachim Creus  
  Title:   Authorized Representative  
         

   

 

 

  

  MAPLE HOLDINGS B.V.  
         
  By:   /s/ Merel Broers           
  Name:   Merel Broers  
  Title:   Director  
         
  By:   /s/ Leo Burgers  
  Name:   Leo Burgers  
  Title:   Director  

 

 

 

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