UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 7)*
KEURIG DR PEPPER INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
49271V100
(CUSIP Number)
Ellen M. Smith, Corporate Secretary
Mondelẽz International, Inc.
905 W. Fulton Market
Suite 200
Chicago, IL 60607
Tel. No.: 1 (847) 943-4000
and
Sarah Jones
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
Tel. No.: 1 (212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 49271V100
| 1 |
NAME OF REPORTING PERSON
Mondelẽz International, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO
| ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
VA
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
| 8 |
SHARED VOTING POWER
45,543,005 | ||
| 9 |
SOLE DISPOSITIVE POWER
0 | ||
| 10 |
SHARED DISPOSITIVE POWER
45,543,005 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,543,005 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24% | ||
| 14 |
TYPE OF REPORTING PERSON
CO | ||
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| 1 |
NAME OF REPORTING PERSON
Mondelẽz International Holdings LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO
| ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
| 8 |
SHARED VOTING POWER
45,543,005 | ||
| 9 |
SOLE DISPOSITIVE POWER
0 | ||
| 10 |
SHARED DISPOSITIVE POWER
45,543,005 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,543,005 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24% | ||
| 14 |
TYPE OF REPORTING PERSON
CO | ||
- 3 -
| Item 1. | Security and Issuer. |
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and supplements the statement on Schedule 13D originally filed on July 19, 2018 (the "Original Schedule 13D") by Mondelẽz International, Inc. ("Mondelẽz International") and Mondelẽz International Holdings LLC ("MIH," and together with Mondelẽz International, the "Reporting Person"), as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 to the Original Schedule 13D filed on March 10, 2020, August 3, 2020, September 10, 2020, November 19, 2020, June 10, 2021 and September 3, 2021, respectively (the "Prior Amendments"), relating to common stock, $0.01 par value per share (the "Shares") of Keurig Dr Pepper, Inc. (the "Issuer"). Except as otherwise specified in this Amendment No. 7, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged and each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
The filing of this Amendment No.7 constitutes an exit filing for the Reporting Person.
| Item 4. | Purpose of Transaction. |
The information set forth in Items 5 and 6 of this Amendment No. 7 is incorporated by reference in its entirety into this Item 4. On February 27, 2023, MIH agreed to sell 30,000,000 Shares to a financial services firm, acting as principal, at a price of $34.42 per Share, pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Share Sale"). The purpose of the Share Sale is to generate proceeds to be used for the Reporting Person's general corporate purposes, including the retirement of debt used to fund recent acquisitions.
Other than as described above, the Reporting Person currently has no plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D; however, the Reporting Person may, at any time and from time to time, review or reconsider its position and/or formulate plans or proposals with respect thereto.
| Item 5. | Interest in Securities of the Issuer. |
(a)-(b) MIH owns 45,543,005 Shares, after giving effect to the Share Sale, constituting approximately 3.24% of the outstanding Shares. Mondelẽz International may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the Shares owned by MIH. The information provided in response to Items 7-10 of the cover pages of this Amendment No. 7 is incorporated by reference into this Item 5(b).
The filing of this Amendment No. 7 constitutes an exit filing for the Reporting Person.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On February 27, 2023, MIH agreed to sell 30,000,000 shares in the Share Sale.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A – Joint Filing Agreement between MIH and Mondelẽz International, filed as Schedule A to the Original Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 1, 2023
Mondelẽz International, Inc.
| By: | /s/ Ellen M. Smith |
| Name: | Ellen M. Smith | |
| Title: | Senior Vice President and Corporate Secretary |
Mondelẽz International Holdings LLC
| By: | /s/ Ellen M. Smith |
| Name: | Ellen M. Smith | |
| Title: | Senior Vice President and Corporate Secretary |
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Schedule B
Mondelẽz International, Inc.
| Name | Position with the Reporting Person |
Present Principal Occupation (if different from the position with the Reporting Person) |
Citizenship |
| Lewis W.K. Booth | Director | USA/UK | |
| Charles E. Bunch | Director | USA | |
| Ertharin Cousin | Director | Founder, President & CEO of Food Systems for the Future |
|
| Lois D. Juliber | Director | USA | |
| Jorge S. Mesquita | Director | USA/Portugal | |
| Jane Hamilton Nielsen | Director |
Chief Operating Officer and Ralph Lauren Corporation |
USA |
| Christiana S. Shi | Director | USA | |
| Patrick T. Siewert | Director |
Managing Director of The Carlyle Group |
Hong Kong |
| Anindita Mukherjee | Director | Chairwoman and CEO of Pernod Ricard N.A. | |
| Michael A. Todman | Director | USA | |
| Dirk Van de Put | Director, Chairman and Chief Executive Officer |
USA/Belgium | |
| Luca Zaramella | Executive Vice President and Chief Financial Officer | Italy | |
| Paulette R. Alviti | Executive Vice President and Chief People Officer | USA | |
| Maurizio Brusadelli | Executive Vice President, President AMEA | Italy | |
| Vinzenz P. Gruber | Executive Vice President and President, Europe | Italy | |
| Mariano Lozano | Executive Vice President and President, Latin America | Argentine | |
| Daniel E. Ramos | Executive Vice President and Chief Research and Development Officer | USA | |
| Laura Stein | Executive Vice President, Corporate & Legal Affairs and General Counsel, | USA | |
| Gustavo C. Valle |
Executive Vice President and President, North America |
Argentina | |
Mondelẽz International Holdings LLC
| Name | Position with the Reporting Person |
Present Principal Occupation (if different from the position with the Reporting Person) |
Citizenship |
| Jonas Bruzas | Manager and President | Vice President, Global IP, Marketing, Licensing & Operations | USA/Republic of Lithuania |
| Pamela Kopelman | Manager and Vice President | Vice President, Corporate Tax | USA |
| Ellen M. Smith | Manager and Senior Vice President and Corporate Secretary | Senior Vice President and Chief Counsel, Chief Compliance Officer and Corporate Secretary | USA |
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