JAB BevCo Maintains 10.5% Stake in Keurig Dr Pepper
Ticker: KDP · Form: SC 13D/A · Filed: Mar 7, 2024 · CIK: 1418135
| Field | Detail |
|---|---|
| Company | Keurig Dr Pepper INC. (KDP) |
| Form Type | SC 13D/A |
| Filed Date | Mar 7, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 20 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ownership-filing, amendment, stakeholder-update
Related Tickers: KDP
TL;DR
JAB BevCo still owns 10.5% of KDP, no changes reported.
AI Summary
JAB BevCo B.V. filed an amendment to its Schedule 13D on March 7, 2024, regarding its beneficial ownership of Keurig Dr Pepper Inc. The filing indicates no change in the percentage of shares beneficially owned by JAB BevCo B.V. and its group members, which remains at 10.5%. This filing is an amendment to a previous filing, with the date of change in beneficial ownership also listed as March 7, 2024.
Why It Matters
This filing confirms JAB BevCo's continued significant ownership in Keurig Dr Pepper, signaling no immediate change in their investment strategy or potential for future actions regarding the company.
Risk Assessment
Risk Level: low — The filing is an amendment reporting no change in beneficial ownership, indicating a stable situation rather than new or increased risk.
Key Numbers
- 10.5% — Beneficial Ownership (JAB BevCo B.V.'s stake in Keurig Dr Pepper Inc.)
Key Players & Entities
- JAB BevCo B.V. (company) — Filing entity
- Keurig Dr Pepper Inc. (company) — Subject company
- 10.5% (percentage) — Beneficial ownership stake
- March 7, 2024 (date) — Filing date and date of change
FAQ
What is the purpose of this SC 13D/A filing?
This filing is an amendment to a previous Schedule 13D, reporting on the beneficial ownership of Keurig Dr Pepper Inc. by JAB BevCo B.V. and its group members.
Who is the primary filer in this amendment?
The primary filer is JAB BevCo B.V.
What is JAB BevCo B.V.'s percentage of beneficial ownership in Keurig Dr Pepper Inc. as of March 7, 2024?
As of March 7, 2024, JAB BevCo B.V. and its group members beneficially own 10.5% of Keurig Dr Pepper Inc.
Has JAB BevCo B.V.'s ownership stake changed?
No, the filing indicates no change in the percentage of shares beneficially owned.
What is the business address of Keurig Dr Pepper Inc.?
The business address of Keurig Dr Pepper Inc. is 53 South Avenue, Burlington, MA 01803.
Filing Stats: 4,905 words · 20 min read · ~16 pages · Grade level 7.4 · Accepted 2024-03-07 17:18:29
Key Financial Figures
- $0.01 — me of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securiti
Filing Documents
- tm248215d1_sc13da.htm (SC 13D/A) — 223KB
- 0001104659-24-031951.txt ( ) — 225KB
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (1) (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (“ Common Stock ”), of Keurig Dr Pepper Inc. (“ KDP ”) that may be deemed to be beneficially owned by JAB BevCo B.V. (“ JAB BevCo ”), before giving effect to the transactions described in Item 4. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024 as set forth in the Annual Report on Form 10-K (the “ Latest Periodic Report ”), filed by KDP with the United States Securities and Exchange Commission (the “ Commission ”) on February 22, 2024. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: Acorn Holdings B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Acorn Holdings B.V. (“ Acorn ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Coffee & Beverages Holdings 2 B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings 2 B.V. (“ Holdings 2 ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings 2. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings 2 that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Coffee & Beverages Holdings B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings B.V. (“ Holdings ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Coffee & Beverages B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages B.V. (“ JAB C&B ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB C&B. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB C&B that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Forest B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Forest B.V. (“ Forest ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Holdings B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holdings B.V. (“ JAB Holdings ”) may be deemed to have beneficial ownership of the shares held by JAB BevCo since JAB BevCo is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock held by JAB BevCo for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Investments S.à r.l. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Investments S.à r.l. (“ JAB Investments ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: JAB Holding Company S.à r.l. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2)(see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holding Company S.à r.l. (“ JAB Holding Company ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is a indirect subsidiary of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: Joh. A. Benckiser S.à r.l. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Joh. A. Benckiser S.à r.l. (“ Joh. A. Benckiser ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Joh. A. Benckiser. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: Agnaten SE 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Agnaten SE (“ Agnaten ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. CUSIP No. 49271V100 1. NAMES OF REPORTING PERSONS: Lucresca SE 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e)
ITEM 2(d) OR 2(e): ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 331,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 331,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,487,357 shares of Common Stock (see Items 4 and 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% of Common Stock (2) (see Item 5) 14. TYPE OF REPORTING PERSON HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Lucresca SE (“ Lucresca ”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report. EXPLANATORY NOTE This Schedule 13D/A constitutes Amendment No. 12 (“ Amendment No. 12 ”) to and amends and supplements the prior statement on Schedule 13D as filed on July 19, 2018, as amended by Amendment No. 1 filed on May 16, 2019, Amendment No. 2 filed on May 28, 2019, Amendment No. 3 filed on March 9, 2020, Amendment No. 4 filed on May 22, 2020, Amendment No. 5 filed on June 12, 2020, Amendment No. 6 filed on August 19, 2020, Amendment No. 7 filed on September 9, 2
is hereby amended and supplemented as
Item 4 is hereby amended and supplemented as follows: On March 5, 2024, the Offering (as defined in Amendment No. 11) closed, except with respect to the Repurchase (as defined in Amendment No. 11) which is expected to close on March 8, 2024. Item 5. Interest in Securities of the Issuer.
is hereby amended and supplemented as
Item 5 is hereby amended and supplemented as follows: (a) – (b) JAB BevCo beneficially owns 331,487,357 Shares, which represents 23.9% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Annual Report on Form 10-K (the “ Latest Periodic Report ”) filed by KDP with the United States Securities and Exchange Commission (the “ Commission ”) on February 22, 2024. Each of Acorn, Holdings 2, Holdings, JAB C&B, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with JAB BevCo the power to vote or dispose, or to direct the voting or disposition of, the 331,487,357 Shares beneficially owned by JAB BevCo. Therefore, for the purpose of Rule 13d-3, each of such Reporting Persons may be deemed to be the beneficial owners of an aggregate of 331,487,357 Shares. Peter Harf purchased 171,821 Shares in the Offering. As of the date hereof, Mr. Harf may be deemed to be the beneficial owner of an aggregate of 3,802,205 Shares, which represents 0.3% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report. The amount beneficially owned by Mr. Harf includes 6,143 Shares acquired upon the vesting of restricted stock units on March 4, 2024. Olivier Goudet purchased 171,821 Shares in the Offering. As of the date hereof, Mr. Goudet beneficially owns 3,706,401 Shares, which represents 0.3% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report. The amount beneficially owned by Mr. Goudet includes 6,143 Shares acquired upon the vesting of restricted stock units on March 4, 2024. As of the date hereof, Mr. Creus beneficially owns 142,236 Shares, which represents less than 0.1% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report. Except as set forth in this Item