Statement of Changes in Beneficial Ownership (4)
July 08 2021 - 5:57PM
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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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
*
Mondelez International, Inc. |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
905 WEST FULTON MARKET, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2021 |
(Street)
CHICAGO, IL 60607
(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 | 7/6/2021 | | D | | 20736 (1) | D | $0.00 | 90247407 (2) | 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 |
Explanation of Responses: |
(1) | Effective June 18 and June 10, 2021, Dirk Van de Put and Gerhard Pleuhs, respectively (the "Director Nominees"), director nominees of Mondelez International, Inc. ("Mondelez International"), no longer serve on the Board of Directors of Keurig Dr Pepper ("KDP"). Pursuant to the terms of KDP's Omnibus Stock Incentive Plan of 2009, as amended, KDP's Omnibus Stock Incentive Plan of 2019, and the agreements pursuant to which grants of Restricted Stock Units ("RSUs") were made to Mr. Van de Put and Mr. Pleuhs, each as applicable, upon cessation of their service on the Board of Directors, (a) grants made to Mr. Van de Put and Mr. Pleuhs in 2018 are forfeited and canceled and (b) grants made to Mr. Van de Put and Mr. Pleuhs in years subsequent to 2018 become fully vested except that RSUs granted within one year prior to the date of termination of service become fully vested with respect to the Applicable Fraction of the RSUs and are forfeited and canceled with respect to the remaining RSUs. |
(2) | The Directors Nominees agreed that they would not receive any separate compensation for serving as directors of KDP and would transfer to Mondelez International any director compensation received from KDP, including any awards made pursuant to grants of RSUs. On July 6, 2021, KDP delivered to the Director Nominees an aggregate of 29,184 shares of KDP common stock pursuant to vested RSU grants. The Director Nominees have agreed to surrender beneficial ownership of these shares to Mondelez International, and we are now reporting these shares as directly owned. As of the date of this Report, Mondelez International owns no shares of KDP indirectly. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mondelez International, Inc. 905 WEST FULTON MARKET SUITE 200 CHICAGO, IL 60607 | X |
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Signatures
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/s/ Ellen M. Smith, Senior Vice President and Chief Counsel, Corporate Secretary | | 7/8/2021 |
**Signature of Reporting Person | Date |
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