Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D (Amendment No. 3) 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 and No. 2 to the Original Schedule 13D filed on March 10, 2020 and August 3, 2020, respectively (the Prior Amendments), relating to the 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. 3, 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.
On September 9, 2020, MIH agreed to sell 12,506,825 Shares to a financial services firm, as principal, at a price of $29.00 per share, pursuant to Rule 144 under the Securities Act of 1933, as amended (the Share Sale). The Share Sale was an opportunistic sale transaction based on market conditions.
Item 5. Interest in Securities of the Issuer.
(a)-(b) MIH owns 158,218,223 Shares, assuming completion of the Share Sale, constituting approximately 11.2% 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. 3 is incorporated by reference into this Item 5(b).
(c) In addition to the Share Sale, the Reporting Person sold 14,071,962 Shares on August 3, 2020 at a price of $29.45 per Share. Other than such transactions, 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 September 9, 2020, MIH agreed to sell 12,506,825 Shares in the Share Sale.
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.
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