Herbert Derek Hopkins Form 4 Keurig Dr Pepper / Herbert Derek Hopkins 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^*

Hopkins Herbert Derek

(Last) (First) (Middle)

53 SOUTH AVE.

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2018

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	07/09/2018		A(1)		397,456	A	$0.00(1)	397,456	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	(2)	07/09/2018		A(3)		289,200		(4)	(4)	Common Stock	289,200	$0.00	289,200	D
Restricted Stock Unit	(2)	07/09/2018		A(3)		144,600		(4)	(4)	Common Stock	144,600	$0.00	144,600	D
Restricted Stock Unit	(2)	07/09/2018		A(3)		144,600		(4)	(4)	Common Stock	144,600	$0.00	144,600	D
Restricted Stock Unit	(2)	07/09/2018		A(3)		108,257		(5)	(5)	Common Stock	108,257	$0.00	108,257	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of January 29, 2018 (the "Merger Agreement"), by and among Maple Parent Holdings Corp., a Delaware corporation ("Maple"), Dr Pepper Snapple Group, Inc., a Delaware corporation ("DPS") and Salt Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of DPS ("Merger Sub"), Merger Sub merged on July 9, 2018 with and into Maple (the "Merger"), with Maple surviving the Merger as a wholly-owned subsidiary of DPS. As of the effective time of the Merger, DPS was renamed Keurig Dr Pepper Inc. ("KDP"), and each share of common stock of Maple issued and outstanding immediately prior to the effective time was converted into the right to receive 96.4 fully paid and nonassessable shares of KDP common stock.

2. Upon vesting, each Restricted Stock Unit settles for one share of common stock.

3. Pursuant to the Merger Agreement, as of the effective time of the Merger, each Maple Restricted Stock Unit ("RSU") that was outstanding immediately prior to the effective time was converted to 96.4 KDP RSUs, with the same terms and conditions as were applicable under such Maple RSU immediately prior to the effective time.

4. These Restricted Stock Units vest on March 15, 2021.

5. These Restricted Stock Units vest on September 9, 2021.

Remarks:

	Kristin E. Blazewicz, attorney in fact	07/11/2018
	** 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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