The Kraft Heinz Company (KHC) Form 3 Kraft Heinz / Yang Xu ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Xu Yang

(Last) (First) (Middle)

C/O THE KRAFT HEINZ COMPANY

ONE PPG PLACE, SUITE 3200

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Head of Corp Dev

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	196,841(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	08/31/2023(4)	08/31/2028	Common Stock	34,323	58.27	D
Stock Options (right to buy)	03/01/2024(5)	03/01/2031	Common Stock	1,618	37.09	D
Stock Options (right to buy)	03/01/2025(6)	03/01/2032	Common Stock	1,784	38.68	D

Explanation of Responses:

1. Includes: (i) 27,128 shares of common stock; (ii) 8,027 shares acquired through a dividend reinvestment program; (iii) 7,871 shares earned under performance share units ("PSUs") granted on August 16, 2019 for which the performance period has been completed and achievement certified, and which earned units are scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (iv) 2,952 restricted stock units ("RSUs") awarded on August 16, 2019 and scheduled to settle in stock 100% on August 16, 2022; (v) 11,807 RSUs awarded on August 16, 2019 and scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (vi) 5,807 RSUs awarded on August 16, 2019 and scheduled to settle in stock 100% on August 16, 2024;

2. (continued from footnote 1) (vii) 10,553 RSUs awarded on March 2, 2020 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 2, 2023; (viii) 18,923 shares earned under PSUs granted on June 1, 2020 for which the first of two performance periods has been completed and achievement certified, and which earned units are scheduled to vest and settle in stock 50% of the earned shares on June 1, 2022, and the remaining 50% of the earned shares in two equal installments on June 1, 2023 and June 1, 2024; (ix) 9,862 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022 and 50% on June 1, 2023; (x) 41,092 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024; (xi) 3,236 RSUs awarded on March 1, 2021 and scheduled to settle in stock 100% on March 1, 2024;

3. (continued from footnote 2) (xii) 5,393 RSUs awarded on March 1, 2021 and schedule to settle in stock 75% on March 1, 2024 and 25% on March 1, 2025; (xiii) 9,304 RSUs awarded on March 1, 2021 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2024; (xiv) 3,568 RSUs and scheduled to settle in stock 100% on March 1, 2025; (xv) 15,512 RSUs awarded on March 1, 2022 and scheduled to settle in stock 75% on March 1, 2025 and 25% on March 1, 2026; and (xvi) 15,806 RSUs awarded on March 1, 2022 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2025. The PSUs and RSUs are subject to the terms and conditions of the applicable award agreements.

4. Subject to the terms and conditions of the applicable award agreement, options vest 100% on August 31, 2023.

5. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2024.

6. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2025.

Remarks:

	/s/ Nicole Fritz, as Power of Attorney	03/14/2022
	** 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 5 (b)(v).
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