The Kraft Heinz Company (KHC) Form 4 Change in insider ownership

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^*

3G Global Food Holdings LP

(Last) (First) (Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]

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)
11/22/2021

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	11/22/2021		S(1)		30,596,465	D	$35.75	185,262,701	I(2)	See Footnote(2)

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^*

3G Global Food Holdings LP

(Last) (First) (Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

3G Global Food Holdings GP LP

(Last) (First) (Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

3G Capital Partners II, L.P.

(Last) (First) (Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

3G Capital Partners Ltd.

(Last) (First) (Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock of The Kraft Heinz Company (the "Issuer") were sold in connection with a block trade of the common stock of the Issuer pursuant to a prospectus supplement, dated November 17, 2021, and accompanying registration statement on Form S-3 (File No. 333-250081-01), dated November 13, 2020.

2. 3G Global Food Holdings GP LP, as the general partner of 3G Global Food Holdings LP ("3G GFH"), 3G Capital Partners II L.P., as the general partner of 3G Global Food Holdings GP LP, and 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II L.P., and HK3 18 LP ("HK3"), an affiliate of 3G GFH, may be deemed to have voting and dispositive power with respect to the reported securities. Each of 3G GFH, 3G Global Food Holdings GP LP, 3G Capital Partners II L.P., 3G Capital Partners Ltd. and HK3 disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Remarks:

	/s/ Bernardo Piquet	11/22/2021
	/s/ Bernardo Piquet	11/22/2021
	/s/ Bernardo Piquet	11/22/2021
	/s/ Bernardo Piquet	11/22/2021
	** Signature of Reporting Person	Date
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