This Amendment No. 1 to the Schedule 13D filed on June 19, 2020 (the Schedule
13D) is filed solely to report the acquisition of additional shares of common stock, par value $0.01 per share (the Common Stock), of Keurig Dr Pepper Inc., a Delaware corporation (the Company), by BDT
Oak Acquisition, B.V., a Dutch besloten vennootschap (Investor), pursuant to the redemption transaction described in Item 4 below.
Item 3. Source and Amount of Funds or Other Consideration.
To exercise the Warrants (as defined in Item 4) through which Investor received a portion of the shares in Acorn (as defined in Item 4) that were redeemed for
shares of Common Stock, Investor paid 20,095.40 in cash to Acorn. This cash was drawn from Investors existing capital. For a further description of the redemption, see Item 4 below.
Item 4. Purpose of Transaction.
On
September 8, 2020, Investor entered into an agreement (the Redemption Agreement) with Acorn Holdings B.V. (Acorn) and Maple Holdings B.V. (Maple), pursuant to which Acorn distributed
28,604,995 shares of Common Stock (the Shares) to Investor in redemption of 28,604,995 ordinary shares of Acorn (the Acorn Shares), a portion of which were acquired by Investor upon exercise of certain warrants
to purchase Acorn Shares (the Warrants), which occurred immediately prior to the redemption and distribution. Investor is generally subject to a lock-up with respect to the Shares for the
next six months. The foregoing description of the Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of such agreement, which is filed as Exhibit 1 hereto and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a)-(b)(i) Investor beneficially owns 114,419,980 shares of Common Stock, which represents 8.1% of the issued and outstanding shares of Common Stock as
of July 28, 2020, as set forth in the Quarterly Report on Form 10-Q filed by the Company with the United States Securities and Exchange Commission on July 30, 2020. Investor will have the sole power
to vote or to direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock beneficially owned by it.
Investor is owned
indirectly by BDT Oak Acquisition Vehicle, L.P. Accordingly, by virtue of such ownership and the relationships described under Item 2 of the Schedule 13D, each of the Reporting Persons 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 shares of Common Stock beneficially owned by Investor. Therefore, for the purpose of Rule 13d-3, each of the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 114,419,980 shares of Common Stock, which represents 8.1% of the issued and outstanding shares of Common Stock.
Each of the Reporting Persons disclaims membership in a group with each other Reporting Person. The filing of this Amendment No. 1 shall not be construed
as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, all of the Reporting Persons other than
Investor disclaims beneficial ownership of all shares of Common Stock reported in this Amendment No. 1.
(c) Except for the transaction
pursuant to the Redemption Agreement described herein, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Investor Directors (as defined in the Schedule 13D), has effected any transactions in the Common
Stock of the Company during the past 60 days.
(d) Except as stated elsewhere in this Item 5 or in Item 6, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Investor.
(e)
Not applicable.