Amended Statement of Beneficial Ownership (sc 13d/a)
June 10 2021 - 3:47PM
Edgar (US Regulatory)
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
|
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
|
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.)
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.
|
|
Name:
|
Ellen M. Smith
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
Mondelēz International Holdings LLC
|
|
Name:
|
Ellen M. Smith
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
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
|
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