FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CAHILL JOHN T
2. Issuer Name and Ticker or Trading Symbol

Kraft Heinz Co [ KHC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE KRAFT HEINZ COMPANY, ONE PPG PLACE, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YYYY)

5/4/2021
(Street)

PITTSBURGH, PA 15222
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5/4/2021  M  209488 A$32.23 228442 (1)D  
Common Stock 5/4/2021  S  209488 D$42.279 (2)18954 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy) $32.23 5/4/2021  M     209488  1/2/2013 (3)1/3/2022 Common Stock 209488.0 $0 0 D  

Explanation of Responses:
(1) Total number of shares includes 883 shares acquired through a dividend reinvestment program.
(2) This transaction was executed in multiple trades at prices ranging from $41.90 to $42.45. The price reported above reflects the weighted average sale price. Mr. Cahill hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer full information regarding the number of shares and the prices at which the transaction was effected.
(3) The stock options originally vested or were scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable." Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each Kraft stock option (whether vested or unvested) held by Mr. Cahill was converted into the right to receive an option to purchase shares of The Kraft Heinz Company ("Issuer") common stock, and all unvested Issuer stock options vested and became 100% exercisable upon Mr. Cahill's termination of employment by Kraft in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CAHILL JOHN T
C/O THE KRAFT HEINZ COMPANY
ONE PPG PLACE, SUITE 3200
PITTSBURGH, PA 15222
X



Signatures
/s/ Nicole Fritz, by Power of Attorney5/6/2021
**Signature of Reporting PersonDate

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