KDP Keurig Dr Pepper Inc

EXPLANATORY NOTE

This Schedule 13D/A constitutes Amendment No. 5 (“Amendment No. 5”) 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 and Amendment No. 4 filed on May 22, 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 June 11, 2020, Acorn and Maple Holdings entered into agreements (each, a “Redemption Agreement”) with affiliates of each of BDT Capital Partners, LLC (“BDT”), Quadrant Capital Advisors, Inc. (“Quadrant”) and JAB Consumer Fund SCA SICAR (“JCF” and together with BDT and Quadrant, the “Minority Partners”), pursuant to which Acorn shall distribute shares of Common Stock, par value $0.01 per share (the “Shares”), of Keurig Dr Pepper Inc. (“KDP”) to each Minority Partner (collectively, the “Distribution”) in partial redemption of such Minority Partner’s existing interest in Acorn. Under the Redemption Agreements, Acorn shall distribute an aggregate number of 142,660,973 Shares to the Minority Partners. All of the Minority Partners receiving Shares as part of the Distribution will be subject to lock-up provisions on 50% of distributed Shares until November 16, 2020 and on the remaining 50% of the Shares until June 11, 2021. The foregoing description of the Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of such agreement, which is attached hereto as Exhibit 9 and is incorporated herein by reference.

Item 5 is hereby amended and supplemented as follows:

(a) – (b) Maple Holdings beneficially owns 726,084,122 Shares, after giving effect to the Distribution, which represents 51.6% 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 726,084,122 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 726,084,122 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 726,084,122 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 740,864,122 Shares, which represents 52.6% 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. 5 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 Distribution disclosed in Item 4 herein and the Share Sale and the Share Purchase disclosed in Amendment No. 4, 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 Distribution referred to in Item 4 above, Acorn and Maple Holdings entered into Redemption Agreements (see Item 4) with each of BDT, JCF and Quadrant, in each case substantially in the form attached hereto as Exhibit 9, which 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: June 12, 2020