Statement of Changes in Beneficial Ownership (4)
March 05 2021 - 5:24PM
Edgar (US Regulatory)
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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3235-0287
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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
*
Whitmore Justin |
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc.
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KDP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Strategy Officer |
(Last)
(First)
(Middle)
5301 LEGACY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2021 |
(Street)
PLANO, TX 75024
(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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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 |
Restricted Stock Unit | (1) | 3/3/2021 | | A | | 39191 | | (1) | (1) | Common Stock | 39191 | $0.00 | 39191 | D | |
Restricted Stock Unit | (2) | 3/3/2021 | | A | | 81646 | | (2) | (2) | Common Stock | 81646 | $0.00 | 81646 | D | |
Restricted Stock Unit (3) | (3) | 3/3/2021 | | A | | 97976 | | (3) | (3) | Common Stock | 97976 | $0.00 | 97976 | D | |
Explanation of Responses: |
(1) | Subject to certain vesting conditions and exceptions, these restricted stock units vest in three installments as follows: 60% on March 3, 2024; 20% on March 3, 2025, and 20% on March 3, 2026. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
(2) | Subject to certain vesting conditions and exceptions, these restricted stock units vest in four installments as follows: 25% on March 3, 2023; 25% on March 3, 2024; 25% on March 3, 2025; and 25% on March 3, 2026. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
(3) | Represents matching restricted stock units ("Matching RSUs") granted to the Reporting Person in connection with the Issuer's Elite Investment Program ("Elite Program"). These Matching RSUs vest on March 3, 2026 ("Vesting Date"), unless forfeited prior to the Vesting Date pursuant to the Elite Program. If at any time starting on March 3, 2022 through the Vesting Date, the Reporting Person owns fewer than 97,976 shares of Common Stock but more than 32,659 shares of Common Stock, a pro rata portion of the Matching RSU grant will be forfeited. If at any time starting on March 3, 2022 through the Vesting Date, the Reporting Person owns fewer than 32,659 shares of Common Stock, the entire Matching RSU grant will be forfeited. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Whitmore Justin 5301 LEGACY DRIVE PLANO, TX 75024 |
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| Chief Strategy Officer |
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Signatures
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/s/ Anthony Shoemaker, attorney in fact | | 3/5/2021 |
**Signature of Reporting Person | Date |
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