KDP Keurig Dr Pepper Inc

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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. 

(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 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 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 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 is hereby amended and supplemented as follows:

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