JAB BevCo B.V. Amends Keurig Dr Pepper Stake Filing
Ticker: KDP · Form: SC 13D/A · Filed: Mar 12, 2024 · CIK: 1418135
| Field | Detail |
|---|---|
| Company | Keurig Dr Pepper INC. (KDP) |
| Form Type | SC 13D/A |
| Filed Date | Mar 12, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 20 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, shareholder-reporting, ownership-structure
Related Tickers: KDP
TL;DR
JAB BevCo B.V. updated its 13D filing for KDP, listing new group members. No new shares bought/sold.
AI Summary
JAB BevCo B.V. filed an amendment to its Schedule 13D on March 12, 2024, regarding its beneficial ownership of Keurig Dr Pepper Inc. The filing indicates a change in the group members of JAB BevCo B.V., with several entities listed as group members, including ACORN HOLDINGS B.V. and JAB HOLDING CO S .A R.L. The filing does not disclose specific dollar amounts or new shareholdings.
Why It Matters
This amendment to a Schedule 13D filing signals potential shifts in major shareholder composition or reporting, which can influence market perception and trading activity for Keurig Dr Pepper Inc.
Risk Assessment
Risk Level: low — The filing is an amendment to an existing Schedule 13D and does not report new share acquisitions or dispositions, indicating no immediate change in control or significant investment strategy.
Key Players & Entities
- JAB BevCo B.V. (company) — Filing entity
- Keurig Dr Pepper Inc. (company) — Subject company
- ACORN HOLDINGS B.V. (company) — Group member of JAB BevCo B.V.
- JAB HOLDING CO S .A R.L. (company) — Group member of JAB BevCo B.V.
FAQ
What is the purpose of this SC 13D/A filing?
This filing is an amendment to a previously filed Schedule 13D, indicating a change in the reporting entity's group members.
Who is the subject company of this filing?
The subject company is Keurig Dr Pepper Inc.
Who is the entity filing the amendment?
The entity filing the amendment is JAB BevCo B.V.
When was this filing made?
This filing was made on March 12, 2024.
Does this filing indicate a change in JAB BevCo B.V.'s ownership percentage of Keurig Dr Pepper Inc.?
The filing does not explicitly state a change in ownership percentage, but rather lists changes in group members.
Filing Stats: 4,895 words · 20 min read · ~16 pages · Grade level 7.6 · Accepted 2024-03-12 17:10:51
Key Financial Figures
- $0.01 — me of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securiti
Filing Documents
- tm248580d1_sc13da.htm (SC 13D/A) — 223KB
- 0001104659-24-033531.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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 ”), after giving effect to the transactions described in Item 4. (2) The percentage ownership is based upon 1,352,591,010 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, after giving effect to the Repurchase (as defined in Item 4) by KDP. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. 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 296,487,357 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 296,487,357 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,487,357 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 21.9% 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 1,352,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report, after giving effect to the Repurchase. EXPLANATORY NOTE This Schedule 13D/A constitutes Amendment No. 13 (“ Amendment No. 13 ”) 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,
is hereby amended and supplemented as
Item 4 is hereby amended and supplemented as follows: On March 8, 2024, the Offering (as defined in Amendment No. 11) closed with respect to the Repurchase (as defined in Amendment No. 11). 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 296,487,357 Shares, which represents 21.9% 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 (after giving effect to the Repurchase). 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 296,487,357 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 296,487,357 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 (after giving effect to the Repurchase). 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 (after giving effect to the Repurchase