Keurig Dr Pepper (KDP) Form 4 Keurig Dr Pepper / SE Lucresca ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL 1019 GM

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/05/2024		S		51,956,522(1)	D	$28.9(1)	331,487,357	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL 1019 GM

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAB Investments S.a r.l.

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAB Holding Co s.a r.l.

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Joh. A. Benckiser s.a.r.l.

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agnaten SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lucresca SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Explanation of Responses:

1. On March 5, 2024, JAB BevCo B.V. ("BevCo") sold shares of Common Stock, par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") to Morgan Stanley & Co. LLC (the "Underwriter"), pursuant to an Underwriting Agreement, dated as of February 29, 2024, by and among BevCo, KDP and the Underwriter in connection with BevCo's previously disclosed secondary offering.

2. These Shares are held by JAB BevCo B.V., an indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed a beneficial owner of Shares held by JAB BevCo B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

3. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

Remarks:

Form 2 of 2

	/s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V.	03/07/2024
	/s/ Frank Engelen, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l.	03/07/2024
	/s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l.	03/07/2024
	/s/ Joachim Creus, Managing Director of Joh. A. Benckiser S.A R.L; /s/ Jonathan Norman, Managing Director of Joh. A. Benckiser S.A R.L	03/07/2024
	/s/ Joachim Creus, Authorized Representative of Lucresca SE	03/07/2024
	/s/ Joachim Creus, Authorized Representative of Agnaten SE	03/07/2024
	** Signature of Reporting Person	Date
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