SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Mondelez International, Inc.

(Last) (First) (Middle)
905 WEST FULTON MARKET
SUITE 200

(Street)
CHICAGO IL 60607

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 04/19/2022 D 4,961(1) D $0.00 75,543,005(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 April 1, 2022, Nelson Urdaneta (the "Director Nominee"), director nominee of Mondelez International, Inc. ("Mondelez International"), no longer serves on the Board of Directors of Keurig Dr Pepper ("KDP"). Pursuant to KDP's Omnibus Stock Incentive Plan of 2019 and the agreements pursuant to which grants of Restricted Stock Units ("RSUs") were made to Mr. Urdaneta, as applicable, upon cessation of his service on the Board of Directors, grants made to Mr. Urdaneta 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 Director Nominee agreed that he would not receive any separate compensation for serving as a director of KDP and would transfer to Mondelez International any director compensation received from KDP, including any awards made pursuant to grants of RSUs. On April 19, 2022, KDP delivered to the Director Nominee 1,598 shares of KDP common stock pursuant to vested RSU grants. The Director Nominee 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.
Remarks:
/s/ Ellen M. Smith, Senior Vice President and Chief Counsel, Corporate Secretary 04/21/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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