Schedule 13D/A

Filed by: MONDELEZ INTERNATIONAL, INC.
Total Shares: 90,218,223
Subject Company: Keurig Dr Pepper Inc - View Complete Ownership History Backtest
Filed as of Date: 06/10/2021
Event Date: 06/07/2021
Overall % Ownership: 6.4
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.83 -1.2879 3.7866 0.7059 4.345 14.2127 153 -5.3414 81

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Mondelēz International, Inc 0 90,218,223 0 90,218,223 90,218,223 6.4%
Mondelēz International Holdings LLC 0 90,218,223 0 90,218,223 90,218,223 6.4%
View Original Filing on Edgar's

Raw Filing Contents

0001104659-21-079476.txt : 20210610
0001104659-21-079476.hdr.sgml : 20210610
20210610164654
ACCESSION NUMBER:		0001104659-21-079476
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20210610
DATE AS OF CHANGE:		20210610
GROUP MEMBERS:		MONDELEZ INTERNATIONAL HOLDINGS LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Keurig Dr Pepper Inc.
		CENTRAL INDEX KEY:			0001418135
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				753258232
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-84051
		FILM NUMBER:		211008655

	BUSINESS ADDRESS:	
		STREET 1:		53 SOUTH AVENUE
		CITY:			BURLINGTON
		STATE:			MA
		ZIP:			01803
		BUSINESS PHONE:		781-418-7000

	MAIL ADDRESS:	
		STREET 1:		53 SOUTH AVENUE
		CITY:			BURLINGTON
		STATE:			MA
		ZIP:			01803

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Dr Pepper Snapple Group, Inc.
		DATE OF NAME CHANGE:	20080108

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CSAB Inc.
		DATE OF NAME CHANGE:	20071109

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mondelez International, Inc.
		CENTRAL INDEX KEY:			0001103982
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOD & KINDRED PRODUCTS [2000]
		IRS NUMBER:				522284372
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		905 WEST FULTON MARKET
		STREET 2:		SUITE 200
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60607
		BUSINESS PHONE:		847-943-4000

	MAIL ADDRESS:	
		STREET 1:		905 WEST FULTON MARKET
		STREET 2:		SUITE 200
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60607

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KRAFT FOODS INC
		DATE OF NAME CHANGE:	20000121
SC 13D/A 1 tm2119329d1_sc13da.htm SCHEDULE 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

(Rule 13d-101)

 

 

 

(Amendment No. 5)*

 

 

 

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

Mondelēz 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)

 

June 7, 2021

(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

 

 Mondelēz 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

 

90,218,223

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

90,218,223

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,218,223

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%

14

TYPE OF REPORTING PERSON

 

CO

 

- 2 -

 

 

1

NAME OF REPORTING PERSON

 

Mondelēz 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

 

90,218,223

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

90,218,223

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,218,223

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%

14

TYPE OF REPORTING PERSON

 

CO

 

- 3 -

 

 

Item 1. Security and Issuer.

 

This Amendment No. 5 to Schedule 13D ("Amendment No. 4") amends and supplements the statement on Schedule 13D originally filed on July 19, 2018 (the "Original Schedule 13D") by Mondelēz International, Inc. ("Mondelēz International") and Mondelēz International Holdings LLC ("MIH," and together with Mondelēz International, the "Reporting Person"), as amended by Amendments No. 1, No. 2, No. 3 and No. 4 to the Original Schedule 13D filed on March 10, 2020, August 3, 2020, September 10, 2020 and November 19, 2020, 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. 5, 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.

 

Item 4. Purpose of Transaction.

 

The information set forth in Items 5 and 6 of this Amendment No. 4 is incorporated by reference in its entirety into this Item 4. As described in further detail in Item 6, on June 7, 2021, MIH agreed to sell 28 million Shares to the underwriter in the Secondary Offering (as defined below) at a price of $35.62 per Share.

 

After giving effect to the Secondary Offering, MIH owns approximately 6.4% of the outstanding Shares. As a result of the reduction in MIH's equity interest in the Issuer to less than 8%, MIH will cause one of its two designees to the Issuer's board of directors to resign, in accordance with the terms of the Investor Rights Agreement. MIH will continue to have the right designate one director to the Issuer's board for so long as MIH's equity interest in the Issuer is at least 5% and the MIH designee will be included as a member of each committee of the Issuer's board of directors, to the extent permitted by applicable laws.

 

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 90,218,223 Shares, assuming completion of the Secondary Offering, constituting approximately 6.4% of the outstanding Shares. Mondelēz 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. 4 is incorporated by reference into this Item 5(b).

 

(c) Except for the Secondary Offering, the Reporting Person has not, and to the best knowledge of the Reporting Person, none of the persons named in Schedule B has, effected any transactions in the Shares during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On June 7, 2021, MIH entered into (i) an underwriting agreement providing for the sale by MIH of 28 million Shares to the underwriter named in the underwriting agreement (the "Secondary Offering") at a price of $35.62 per Share; and (ii) a lock-up agreement under which MIH has agreed not to sell any Shares for 30 days after the date of the underwriting agreement, subject to certain exceptions. The closing of the Secondary Offering occurred on June 10, 2021. MIH granted the underwriter of the offering an option to purchase up to an additional 4.2 million Shares on or before July 7, 2021.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A – Joint Filing Agreement between MIH and Mondelēz International, filed as Schedule A to the Original Schedule 13D.

 

Exhibit B – Underwriting Agreement by and among Keurig Dr Pepper Inc., Mondelēz International Holdings LLC and the Underwriter named therein, dated June 7, 2021 (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2021.) 

 

- 4 -

 

 

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:  June 10, 2021

 

Mondelēz International, Inc.

 

By:/s/ Ellen M. Smith 
Name: Ellen M. Smith 
 Title: Senior Vice President and Corporate Secretary 

 

Mondelēz International Holdings LLC

 

By:/s/ Ellen M. Smith 

Name: Ellen M. Smith 
 Title: Senior Vice President and Corporate Secretary 

 

- 5 -

 

 

Schedule B

 

Mondelēz 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
Lois D. Juliber Director   USA
Peter W. May Director

President and Founding Partner of

Trian Fund Management, L.P.

USA
Jorge S. Mesquita Director   USA/Portugal
Jane Hamilton Nielsen Director

Chief Operating Officer and
Chief Financial Officer,

Ralph Lauren Corporation

USA
Fredric G. Reynolds Director   USA
Christiana S. Shi Director   USA
Patrick T. Siewert Director

Managing Director of

The Carlyle Group

Hong Kong
Michael A. Todman Director   USA
Jean-François M. L. van Boxmeer Director . Belgium
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
Robin S. Hargrove Executive Vice President, Research, Development & Quality   UK/Ireland
Sandra MacQuillan

Executive Vice President

and Chief Supply Chain Officer

  UK
Laura Stein Executive Vice President, General Counsel, Corporate & Legal Affairs   USA
Gustavo C. Valle

Executive Vice President

and President, Latin America

  Argentina
Henry Glendon Walter IV

Executive Vice President,

President North America

  USA

 

Mondelēz 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

 

- 6 -

 

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