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 (“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).
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 Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box
¨
.
CUSIP No. 49271V100
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS:
Maple Holdings B.V.
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737
(1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings B.V. (“
Maple Holdings
”).
(2) The percentage ownership is based upon
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the United States Securities and Exchange Commission (the “
Commission
”) on May 9, 2019 for
the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737
(1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. Acorn Holdings B.V.
(“
Acorn
”) may be deemed to have beneficial ownership of such shares since Maple Holdings 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. JAB Forest B.V.
(“
Forest
”) may be deemed to have beneficial ownership of such shares since Maple Holdings 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. JAB Holdings B.V.
(“
JAB Holdings
”) may be deemed to have beneficial ownership of such shares since Maple Holdings 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 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. JAB Investments
S.à r.l. (“
JAB Investments
”) may be deemed to have beneficial ownership of such shares since Maple Holdings
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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. JAB Holding Company
S.à r.l. (“
JAB Holding Company
”) may be deemed to have beneficial ownership of such shares since Maple
Holdings is an 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
CUSIP No. 49271V100
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS:
Donata Holdings B.V.
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
SOURCE OF FUNDS
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 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
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. Donata Holdings
B.V. (“
Donata
”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect
subsidiary of Donata. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute
an admission by Donata 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
|
¨
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
SOLE VOTING POWER
|
|
None
|
|
8.
|
SHARED VOTING POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. Agnaten SE (“
Agnaten
”)
may be deemed to have beneficial ownership of such shares since Maple Holdings 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
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
OO (See Item 3)
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
|
¨
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
SOLE VOTING POWER
|
|
None
|
|
8.
|
SHARED VOTING POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
None
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
959,447,737 (1) (see Items 4 and 5)
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,447,737 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
68.2% 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 Maple Holdings. Lucresca SE (“
Lucresca
”)
may be deemed to have beneficial ownership of such shares since Maple Holdings 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
1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q
filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.
EXPLANATORY NOTE
This Schedule 13D/A constitutes Amendment
No. 1 (“
Amendment No. 1
”) to and amends and supplements the prior statement on Schedule 13D (the “
Schedule
13D
”) as filed on July 19, 2018 by (i) Maple Holdings B.V., a private limited liability company (
besloten vennootschap
met beperkte aansprakelijkheid
) organized under the laws of the Netherlands (“
Maple Holdings
”), (ii) Acorn
Holdings B.V., a private limited liability company (
besloten vennootschap met beperkte aansprakelijkheid
) organized under
the laws of the Netherlands, which is the parent company of Maple Holdings (“
Acorn
”), (iii) JAB Forest B.V.,
a private limited liability company (
besloten vennootschap met beperkte aansprakelijkheid
) organized under the laws of the
Netherlands, which is the parent company of Acorn (“
Forest
”), (iv) JAB Holdings B.V., a private limited liability
company (
besloten vennootschap met beperkte aansprakelijkheid
) organized under the laws of the Netherlands, which is the
parent company of Forest (“
JAB Holdings
”), (v) JAB Investments S.à r.l., a private limited liability
company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (“
JAB Investments
”),
(vi) JAB Holding Company S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which
is the parent company of JAB Investments (“
JAB Holding Company
”), (vii) Donata Holdings B.V., a private limited
liability company (
besloten vennootschap met beperkte aansprakelijkheid
) organized under the laws of the Netherlands, which
is a parent company of JAB Holding Company (“
Donata
”), (viii) Agnaten SE, a private company incorporated under
the laws of Austria, which is a parent company of JAB Holding Company (“
Agnaten
”), and (ix) Lucresca SE, a private
company incorporated under the laws of Austria, which is the parent company of Donata (“
Lucresca
”, and together
with Maple Holdings, Acorn, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Donata and Agnaten, the “
Reporting
Persons
”).
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended and supplemented
as follows:
Schedule A to the Schedule 13D is amended
and restated in its entirety as set forth as Schedule A hereto.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended and supplemented
as follows:
On May 16, 2019, Maple Holdings
advised KDP that it agreed to sell an aggregate of 46,475,703 Shares through registered direct sales with third party buyers
(each, a “
Buyer
”), including the sale of (i) 30,803,579 Shares, at a price of $27.50 per share, to Capital
Group Companies, (ii) 7,048,000 Shares, at a price of $28.15 per share, to affiliates of TIAA-CREF, (iii) 5,084,300 Shares,
at a price of $28.25 per share, to Levin Easterly Partners LLC and (iv) 3,539,824 Shares, at a price of $28.25 per share, to
Norges Bank (the “
Sale Transactions
”).
Maple Holdings intends to sell a portion
of its Shares, increasing the public float of KDP from approximately 15% currently to approximately 20%, subject to market conditions,
by year-end. Maple Holdings’s decision to sell a portion of its Shares is motivated by a desire from KDP management to provide
additional liquidity to the market. The sales pursuant to the Sales Transactions are expected to increase the public float to
approximately 18%. Except for this increase to approximately 20% of the public float, Maple Holdings does not intend to sell any
additional Shares in the foreseeable future.
Other than as described above, none of
the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items
4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with respect thereto. Each of the Reporting Persons intends
to evaluate on an ongoing basis their investment in KDP and their options with respect to such investment, including a sale of
all or a portion of their equity ownership in KDP.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and supplemented
as follows:
(a) – (b) Maple Holdings beneficially owns
959,447,737
Shares, after giving effect to the Sale Transactions, which represents 68.2% of the issued and outstanding Shares as of May 7,
2019. Each other Reporting Person may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with Maple Holdings
the power to vote or dispose, or to direct the voting or disposition of, the 959,447,737 Shares beneficially owned by Maple Holdings,
and thus, for the purpose of Rule 13d-3, the other Reporting Persons may be deemed to be the beneficial owners of an aggregate
of 959,447,737 Shares.
Except as set forth in this Item 5(a), none
of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A beneficially
owns any Shares. Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission
by the Reporting Persons that it is the beneficial owner of any Shares.
(c) Except for the Sale Transactions described
above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule
A, 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.
|
Item 6 is hereby amended and supplemented
as follows:
In connection with Sale Transactions referred
to in Item 4 above, Maple Holdings entered into a Stock Purchase Agreement with each Buyer, in each case substantially in the form
attached hereto as
Exhibit 4
, which is incorporated by reference herein.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended and supplemented
as follows:
Exhibit Number
|
|
Exhibit Name
|
4.
|
|
Form of Stock Purchase Agreement.
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2019
|
JAB FOREST B.V.
|
|
JAB HOLDINGS B.V.
|
|
DONATA HOLDINGS B.V.
|
|
|
|
|
By:
|
/s/ Constantin Thun
|
|
Name:
|
Constantin Thun
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Merel Broers
|
|
Name:
|
Merel Broers
|
|
Title:
|
Director
|
|
|
|
|
ACORN HOLDINGS B.V.
|
|
|
|
|
By:
|
/s/ Joachim Creus
|
|
Name:
|
Joachim Creus
|
|
Title:
|
Proxy Holder
|
|
|
|
|
JAB INVESTMENTS S.À R.L.
|
|
JAB HOLDING COMPANY S.À
r.l.
|
|
|
|
|
By:
|
/s/ Markus Hopmann
|
|
Name:
|
Markus Hopmann
|
|
Title:
|
Manager
|
|
|
|
|
By:
|
/s/ Joachim Creus
|
|
Name:
|
Joachim Creus
|
|
Title:
|
Manager
|
|
|
|
|
AGNATEN SE
|
|
LUCRESCA SE
|
|
|
|
|
By:
|
/s/ Joachim Creus
|
|
Name:
|
Joachim Creus
|
|
Title:
|
Authorized Representative
|
|
|
|
MAPLE HOLDINGS B.V.
|
|
|
|
|
By:
|
/s/ Merel Broers
|
|
Name:
|
Merel Broers
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Leo Burgers
|
|
Name:
|
Leo Burgers
|
|
Title:
|
Director
|
SCHEDULE A
Maple
Holdings B.V.
Set forth below is a list of the directors
and executive officers of Maple Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and
citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION
OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Leendert Brugers
|
|
Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
|
|
|
|
|
Merel Broers
|
|
Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
|
|
|
|
|
|
|
Luuk Hoogeveen
|
|
Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
Acorn
Holdings B.V.
Set forth below is a list of the directors
and executive officers of Maple Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and
citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION
OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Frederic Larmuseau
|
|
Executive Director, CEO
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
France
|
|
|
|
|
|
|
|
Anna-Lena Kamenetzky
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
Germany
|
|
|
|
|
|
|
|
Olivier Goudet
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
France
|
|
|
|
|
|
|
|
Peter Harf
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
Germany
|
|
|
|
|
|
|
|
Alejandro Santo Domingo
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
United States of America
|
|
|
|
|
|
|
|
Byron Trott
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
United States of America
|
|
|
|
|
|
|
|
Robert Gamgort
|
|
Non-Executive Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
United States of America
|
JAB Forest
B.V.
Set forth below is a list of the directors
and executive officers of JAB Forest B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Merel Broers
|
|
Managing Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
|
|
|
|
|
Constantin Thun−Hohenstein
|
|
Managing Director
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
JAB Holdings
B.V.
Set forth below is a list of the directors
and executive officers of JAB Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Merel Broers
|
|
Managing Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
|
|
|
|
|
Constantin Thun−Hohenstein
|
|
Managing Director
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
JAB Investments
S.à r.l.
Set forth below is a list of the directors
and executive officers of JAB Investments S.à r.l. as of May 16, 2019, their present principal occupations or employment,
and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Joachim Creus
|
|
Manager
|
|
20 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Belgium
|
|
|
|
|
|
Markus Hopmann
|
|
Manager
|
|
4 Rue Jean Monnet
L-2180 Luxembourg
|
|
Germany
|
|
|
|
|
|
Constantin Thun−Hohenstein
|
|
Manager
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
|
|
Philippe Chenu
|
|
Manager
|
|
4 Rue Jean Monnet
L-2180 Luxembourg
|
|
Belgium
|
JAB Holding
Company S.à r.l.
Set forth below is a list of the directors
and executive officers of JAB Holding Company S.à r.l. as of May 16, 2019, their present principal occupations or
employment, and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Joachim Creus
|
|
Manager
|
|
20 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Belgium
|
|
|
|
|
|
Markus Hopmann
|
|
Manager
|
|
4 Rue Jean Monnet
L-2180 Luxembourg
|
|
Germany
|
Donata
Holdings B.V.
Set forth below is a list of the directors
and executive officers of Donata Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and
citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Merel Broers
|
|
Managing Director
|
|
Oosterdoksstraat 80
1011 DK Amsterdam, the Netherlands
|
|
The Netherlands
|
|
|
|
|
|
|
|
Constantin Thun-Hohenstein
|
|
Managing Director
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
Agnaten
SE
Set forth below is a list of the directors
and executive officers of Agnaten SE as of May 16, 2019, their present principal occupations or employment, and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Peter Harf
|
|
Sole Managing Director
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Germany
|
|
|
|
|
|
|
|
Renate Reimann-Haas
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
|
|
Wolfgang Reimann
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
|
|
Stefan Reimann-Anderson
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
Matthias Reimann-Anderson
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
Lucresca
SE
Set forth below is a list of the directors
and executive officers of Lucresca SE as of May 16, 2019, their present principal occupations or employment, and citizenship.
NAME
|
|
PRINCIPAL
OCCUPATION OR
EMPLOYMENT
|
|
BUSINESS ADDRESS
|
|
CITIZENSHIP
|
|
|
|
|
|
Peter Harf
|
|
Sole Managing Director
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Germany
|
|
|
|
|
|
|
|
Renate Reimann-Haas
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
|
|
Wolfgang Reimann
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
|
|
Stefan Reimann-Anderson
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|
|
|
|
|
|
Matthias Reimann-Anderson
|
|
Administrative Board Member
|
|
Rooseveltplatz 4−5 / Top 10
A−1090 Vienna,
Austria
|
|
Austria
|