JAB BevCo Updates Keurig Dr Pepper Stake Filing
Ticker: KDP · Form: SC 13D/A · Filed: Oct 30, 2024 · CIK: 1418135
Sentiment: neutral
Topics: shareholder-filing, ownership-update, beverages
Related Tickers: KDP
TL;DR
JAB BevCo filed an update on their KDP stake. No major changes disclosed yet, but watch this space.
AI Summary
JAB BevCo B.V. has filed an amendment to its Schedule 13D, indicating a change in its beneficial ownership of Keurig Dr Pepper Inc. (KDP) as of October 30, 2024. The filing does not specify the exact number of shares or percentage of ownership, but it is an update to a previous filing concerning their stake in the beverage company.
Why It Matters
This filing signals potential shifts in major shareholder positions, which could influence KDP's stock performance and strategic direction.
Risk Assessment
Risk Level: medium — Schedule 13D/A filings often precede significant corporate actions or changes in control, introducing uncertainty.
Key Players & Entities
- JAB BevCo B.V. (company) — Filing entity
- Keurig Dr Pepper Inc. (company) — Subject company
- JAB Holding Co S.a R.l. (company) — Group member
- Joh. A. Benckiser S.a R.l. (company) — Group member
FAQ
What specific changes in beneficial ownership are detailed in this SC 13D/A filing for Keurig Dr Pepper Inc.?
This filing is an amendment and does not specify the exact number of shares or percentage of ownership change, but it updates the beneficial ownership information for JAB BevCo B.V. regarding Keurig Dr Pepper Inc.
Who is the primary filer for this Schedule 13D/A amendment concerning Keurig Dr Pepper Inc.?
The primary filer is JAB BevCo B.V.
What is the date of the change of information reported in this filing?
The date as of change is October 30, 2024.
What is the Central Index Key for Keurig Dr Pepper Inc.?
The Central Index Key for Keurig Dr Pepper Inc. is 0001418135.
What is the business address of Keurig Dr Pepper Inc. as listed in the filing?
The business address of Keurig Dr Pepper Inc. is 53 South Avenue, Burlington, MA 01803.
Filing Stats: 4,881 words · 20 min read · ~16 pages · Grade level 7.6 · Accepted 2024-10-30 21:02:18
Key Financial Figures
- $0.01 — me of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securiti
Filing Documents
- tm2427118d3_sc13da.htm (SC 13D/A) — 226KB
- 0001104659-24-112738.txt ( ) — 228KB
(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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 2024 as set forth in the Quarterly Report on Form 10-Q (the “ Latest Periodic Report ”), filed by KDP with the United States Securities and Exchange Commission (the “ Commission ”) on October 24, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 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 (2) The percentage ownership is based upon 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 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 214,443,879 (1) (see Items 4 and 5) 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 214,443,879 (1) (see Items 4 and 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,443,879 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 15.8% 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 1,356,453,649 shares of Common Stock issued and outstanding as of October 22, 2024, as set forth in the Latest Periodic Report. EXPLANATORY NOTE This Schedule 13D/A constitutes Amendment No. 15 (“ Amendment No. 15 ”) 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,
is hereby amended
Item 4 is hereby amended and supplemented as follows, and paragraph four of Amendment No. 11 is amended and restated as paragraph two below: On October 28, 2024, JAB BevCo entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with Morgan Stanley & Co. LLC (the “ Underwriter ”) pursuant to which JAB BevCo agreed to sell 60,000,000 shares of Common Stock (the “ Common Stock ”), par value $0.01 per share (the “ Shares ”), of Keurig Dr Pepper Inc. (“ KDP ”) through a secondary offering (the “ Offering ”). JAB BevCo also granted an option to the Underwriter to purchase up to an additional 9,000,000 Shares for a period of 30 days following the date of the Offering. The Offering closed on October 30, 2024. Also on October 30, 2024, JAB BevCo sold 9,000,000 Shares to the Underwriter pursuant to the foregoing option granted to the Underwriter in the Underwriting Agreement. Under the terms of the transaction, the remaining Shares beneficially owned by JAB BevCo will be subject to a customary 90 day lock-up agreement with the Underwriter with respect to KDP securities, subject to certain customary exceptions (“ Lock-up Agreement ”). The foregoing description of the Underwriting Agreement and Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of Lock-up Agreement, substantially in the form attached as Exhibit 19 to this Schedule 13D and incorporated herein by reference.
Interest in Securities of the Issuer
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 214,443,879 Shares, after giving effect to the Offering, which represents 15.8% of the issued and outstanding Shares as of October 22, 2024, as set forth in the Quarterly Report on Form 10-Q (the “ Latest Periodic Report ”) filed by KDP with the United States Securities and Exchange Commission (the “ Commission ”) on October 24, 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 di