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
|
681,084,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
681,084,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,084,122 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
48.4% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 28, 2020, as set forth in Prospectus
Supplement No. 4 dated August 17, 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
|
681,084,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
681,084,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,084,122 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
48.4% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
681,084,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
681,084,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,084,122 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
48.4% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 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
|
695,864,122 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
695,864,122 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,864,122 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
49.5% 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 1,407,196,228 shares of Common Stock issued and outstanding as of July 28, 2020, as set forth in Prospectus
Supplement.
EXPLANATORY NOTE
This Schedule 13D/A
constitutes Amendment No. 6 (“Amendment No. 6”) 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, Amendment No. 4 filed on May 22, 2020 and Amendment No. 5 filed on June 12, 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.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented
as follows:
On August 17, 2020,
in connection with a registered public secondary offering (the “Secondary Offering”) of 45,000,000 shares of
Common Stock (the “Common Stock”), par value $0.01 per share (the “Shares”), of Keurig Dr
Pepper Inc. (“KDP”), Maple Holdings and KDP entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Goldman Sachs & Co. LLC (the “Underwriter”). Pursuant to the Underwriting Agreement,
Maple Holdings agreed to sell 45,000,000 Shares to the Underwriter at a price of $29.00 per Share (the “Share Sale”).
The Share Sale closed on August 19, 2020. The foregoing description of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 10 hereto and is incorporated
herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and supplemented
as follows:
(a) – (b) Maple
Holdings beneficially owns 681,084,122 Shares, after giving effect to the Share Sale, which represents 48.4% of the issued and
outstanding Shares as of July 28, 2020, as set forth in Prospectus Supplement No. 4 dated August 17, 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 681,084,122 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 681,084,122
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 681,084,122
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 695,864,122 Shares,
which represents 49.5% of the issued and outstanding Shares as of July 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 July 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 July
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. 6 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
Share Sale disclosed in Item 4 herein, 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.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented
as follows:
In connection with
the Share Sale referred to in Item 4 above, Maple Holdings entered into (i) the Underwriting Agreement (see Item 4), which is attached
as Exhibit 10 hereto and is incorporated herein by reference, (ii) a Lock-Up Agreement with the Underwriter, dated as of
August 17, 2020, which is attached as Exhibit 11 hereto and is incorporated herein by reference and (iii) a waiver, dated
as of August 17, 2020, by and among the Underwriter, KDP and Maple Holdings, of the Lock-Up Agreement, dated as of May 20, 2020,
by and between Maple Holdings and the Underwriter, which is attached as Exhibit 12 hereto and is incorporated herein by
reference.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended and supplemented
as follows:
Exhibit Number
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Exhibit Name
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10.
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Underwriting Agreement, dated as of August 17, 2020, by and among Maple Holdings B.V., Keurig Dr Pepper Inc. and Goldman Sachs & Co. LLC.
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11.
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Lock-Up Agreement, dated as of August 17, 2020, by and between Maple Holdings B.V. and Goldman Sachs & Co. LLC.
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12.
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Waiver of Lock-Up Agreement, dated as of August 17, 2020, by and among Goldman Sachs & Co. LLC, Keurig Dr Pepper Inc. and Maple Holdings B.V.
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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: August 19, 2020
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JAB FOREST B.V.
JAB HOLDINGS B.V.
JOH. A. BENCKISER B.V.
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By:
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/s/ Joachim Creus
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Name:
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Joachim Creus
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Title:
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Director
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By:
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/s/ Fabien Simon
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Name:
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Fabien Simon
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Title:
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Director
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ACORN HOLDINGS B.V.
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By:
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/s/ Joachim Creus
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Name:
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Joachim Creus
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Title:
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Proxy Holder
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JAB HOLDING COMPANY S.À r.l.
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By:
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/s/ Constantin Thun
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Name:
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Constantin Thun
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Title:
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Manager
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By:
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/s/ Joachim Creus
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Name:
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Joachim Creus
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Title:
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Manager
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JAB INVESTMENTS S.À R.L.
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By:
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/s/ Joachim Creus
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Name:
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Joachim Creus
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Title:
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Manager
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By:
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/s/ Philippe Chenu
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Name:
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Philippe Chenu
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Title:
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Manager
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AGNATEN SE
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LUCRESCA SE
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By:
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/s/ Joachim Creus
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Name:
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Joachim Creus
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Title:
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Authorized Representative
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MAPLE HOLDINGS B.V.
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By:
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/s/ Merel Broers
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Name:
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Merel Broers
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Title:
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Director
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By:
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/s/ Leo Burgers
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Name:
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Leo Burgers
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Title:
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Director
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