DeNooyer Mary Beth Form 4 Keurig Dr Pepper / Mary Beth DeNooyer 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^*

DeNooyer Mary Beth

(Last) (First) (Middle)

53 SOUTH AVENUE

(Street)

BURLINGTON MA 01803

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

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

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

X	Form filed by One Reporting Person
	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	03/04/2024		M		13,717	A	$0(1)	132,380	D
Common Stock	03/04/2024		F		4,909(2)	D	$29.1	127,471	D

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
Restricted Stock Unit	(3)	03/04/2024		M			13,717	(3)	(3)	Common Stock	13,717	$0	9,144	D
Restricted Stock Unit	(4)	03/04/2024		A		24,055		(4)	(4)	Common Stock	24,055	$0	24,055	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Shares withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3.

3. As previously disclosed, these RSUs were granted on March 3, 2021 and vest in three installments as follows: 60% on March 3, 2024; 20% on March 3, 2025, and 20% on March 3, 2026. Sixty percent of the RSUs vested on March 4, 2024, the first trading day following March 3, 2024. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.

4. Subject to certain vesting conditions and exceptions, these RSUs vest in three installments as follows: 60% on March 4, 2027; 20% on March 4, 2028, and 20% on March 4, 2029. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

Remarks:

	/s/ Mark Jackson, attorney in fact	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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