Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

 

 

(Amendment No.  1)*

 

 

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.

Three Parkway North

Deerfield, IL 60015

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)

 

March 9, 2020

(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 persons 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).

 

 

 

 

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Item 1.                         Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (Amendment No. 1) 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) 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. 1, all items in the Original Schedule 13D 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. 1 is incorporated by reference in its entirety into this Item 4.  As described in further detail in Item 6, on March 9, 2020, MIH sold 6,834,171 Shares to the underwriter of the Secondary Offering at a price of $27.00 per Share.

 

Item 5.                   Interest in Securities of the Issuer.

 

(a)-(b) MIH owns 184,797,010 Shares, constituting 13.1% 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. 1 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 March 4, 2020, MIH entered into an underwriting agreement providing for the sale by MIH of 6,834,171 Shares to the underwriter named in the underwriting agreement (the Secondary Offering) at a price of $27.00 per Share.  The closing of the sale occurred on March 9, 2020.  MIH has granted the underwriter an option, exercisable for up to 30 days, to purchase up to 1,025,125 additional Shares from MIH at a price of $27.00 per Share.

 

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., Maple Holdings B.V., Mondelēz International Holdings LLC and Morgan Stanley & Co. LLC, dated March 4, 2020 (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2020).

 

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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 9, 2020

 

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

 

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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
Debra A. Crew		Director				USA
Lois D. Juliber		Director				USA
Mark D. Ketchum		Director				USA
Peter W. May		Director		President and Founding Partner of Trian Fund Management, L.P.		USA
Jorge S. Mesquita		Director				USA/Portugal
Joseph Neubauer		Director				USA
Fredric G. Reynolds		Director				USA
Christiana S. Shi		Director				USA
Patrick T. Siewert		Director		Managing Director of The Carlyle Group		Hong Kong
Jean-François M. L. van Boxmeer		Director		Chairman of the Executive Board and Chief Executive Officer of Heineken N.V.		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
Vincenz 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
Gerhard W. Pleuhs		Executive Vice President, Corporate & Legal Affairs and General Counsel				USA/Germany
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		Republic of Lithuania
Philip D. Gregorcy		Manage and Vice President		Vice President Tax, Global Finance 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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