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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Krispy Kreme, Inc. [ DNUT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 74,885,435 | I | See footnotes.(1) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Cash-Settled Total Return Swap(2) | (2) | 12/16/2022 | P/K(2) | 8,000,000(2) | (2) | (2) | Common Stock | 8,000,000 | $12.2017(3) | 16,500,000 | D(6) | ||||
| Cash-Settled Total Return Swap(4) | (4) | 06/29/2023 | P/K(4) | 6,895,120(4) | (4) | (4) | Common Stock | 6,895,120 | $14.503(5) | 23,395,120 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Krispy Kreme, Inc. (the "Company") are held and beneficially owned by JAB Indulgence B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Indulgence B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| 2. JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "BNP Paribas Long Swap") with BNP Paribas, providing for the establishment of long exposure with respect to a notional amount of Shares up to 8,000,000 Shares (the "BNP Paribas Subject Shares") in the aggregate that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the BNP Paribas Subject Shares. All balances will be exclusively cash settled. The BNP Paribas Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the BNP Paribas Long Swap during certain specified earlier periods if it so chooses. |
| 3. The price reported in Column 8 reflects the reference price of the BNP Paribas Subject Shares upon the establishment of the BNP Paribas Long Swap position. |
| 4. JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "Santander Long Swap" and together with the BNP Paribas Long Swap, the "Long Swaps") with Banco Santander, S.A. ("Santander"), providing for the establishment of long exposure with respect to a notional amount of Shares up to the number of Shares purchased by Santander with an aggregate initial price not to exceed $100,000,000 (the "Santander Subject Shares" and together with the BNP Paribas Subject Shares, the "Subject Shares") that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the Santander Subject Shares. All balances will be exclusively cash settled. The Santander Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the Santander Long Swap during certain specified earlier periods if it so chooses. |
| 5. The price reported in Column 8 reflects the reference price of the Santander Subject Shares upon the establishment of the Santander Long Swap position. |
| 6. The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require BNP Paribas or Santander, as applicable, to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V. | 07/03/2023 | |
| /s/ Frank Engelen, Manager of JAB Investments s.a r.l.; /s/ Philippe Chenu, Manager of JAB Investments s.a r.l. | 07/03/2023 | |
| /s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Joachim Creus, Manager of JAB Holding Company s.a r.l. | 07/03/2023 | |
| /s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Frank Engelen, Director of Joh. A. Benckiser B.V. | 07/03/2023 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 07/03/2023 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 07/03/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||