Statement of Changes in Beneficial Ownership (4)
May 06 2021 - 5:53PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
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CAHILL JOHN T |
2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co
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KHC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CAHILL JOHN T C/O THE KRAFT HEINZ COMPANY ONE PPG PLACE, SUITE 3200 PITTSBURGH, PA 15222 | X |
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Signatures
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/s/ Nicole Fritz, by Power of Attorney | | 5/6/2021 |
**Signature of Reporting Person | Date |
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