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).
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
OO (See Item 3)
|
|
|
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
|
868,745,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
868,745,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
868,745,095 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
61.7% 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 Share Sale (see 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
OO (See Item 3)
|
|
|
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
|
868,745,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
868,745,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
868,745,095 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
61.7% 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
OO (See Item 3)
|
|
|
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
|
868,745,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
868,745,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
868,745,095 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
61.7% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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
OO (See Item 3)
|
|
|
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
|
883,525,095 (1) (see Items 4 and 5)
|
|
9. SOLE DISPOSITIVE POWER
|
None
|
|
10. SHARED DISPOSITIVE POWER
|
883,525,095 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,525,095 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
62.8% 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. 4 (“Amendment No. 4”) 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 and Amendment No. 3 filed on March 9, 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”).
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Item 3.
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Source
and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and supplemented
as follows:
The Share Purchase
(see Item 4) was funded using the investment capital of the Reporting Persons. The aggregate amount of funds used for the purchase
of Shares in the Share Purchase reported herein was approximately $199,998,000.
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Item 4.
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Purpose
of Transaction.
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Item 4 is hereby amended and supplemented
as follows:
On May 20, 2020,
in connection with a registered public secondary offering (the “Secondary Offering”) of 40,000,000 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 40,000,000 Shares to the Underwriter at a price of $27.10 per Share (the “Share
Sale”). The Share Sale closed on May 22, 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 7
hereto and is incorporated herein by reference.
On May 22, 2020,
following the closing of the Share Sale, JAB Holdings purchased 7,380,000 Shares from the Underwriter at a price of $27.10 per
Share (the “Share Purchase”).
The net impact of the
Share Sale and Share Purchase is expected to increase the float of the Common Stock by approximately 2.3%. The Reporting Persons
collectively intend to remain controlling shareholders in KDP.
Other than as described
above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review
or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Each of the
Reporting Persons intends to evaluate on an ongoing basis their investment in KDP and their options with respect to such investment,
including a sale of all or a portion of their equity ownership in KDP.
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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 868,745,095 Shares, after giving effect to the Share Sale, which represents 61.7% 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 868,745,095 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 868,745,095 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 7,380,000 Shares acquired
by JAB Holdings in the Share Purchase and the 7,400,000 Shares acquired by JAB Holdings on March 9, 2020, as previously disclosed
in Amendment No. 3 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 868,745,095 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 883,525,095 Shares, which represents 62.8% 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. 4 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 and the Share Purchase, 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.
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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 7 hereto and is incorporated herein by reference and (ii) a Lock-Up Agreement with the Underwriter,
dated as of May 20, 2020, which is attached as Exhibit 8 hereto and is incorporated herein by reference.
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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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7.
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Underwriting Agreement, dated as of May 20, 2020, by and among Maple Holdings B.V., Keurig Dr Pepper Inc. and Goldman Sachs & Co. LLC.
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8.
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Lock-Up Agreement, dated as of May 20, 2020, by and between Maple Holdings B.V. and Goldman Sachs & Co. LLC.
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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: May 22, 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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