SEC Form 4 · accession 0001209191-18-042053

Keurig Dr Pepper Inc. · KDP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James J. Johnston Jr.

Officer — Executive Vice President

Period of report

Jul 9, 2018

Accepted (ET)

Jul 10, 2018 · 7:56 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001418135

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Jul 9, 2018	M	4,729	$0.00	A	12,591	D
Common Stock	Jul 9, 2018	J	256	$0.00	A	12,847	D
Common Stock	Jul 9, 2018	M	4,597	$0.00	A	17,444	D
Common Stock	Jul 9, 2018	J	139	$0.00	A	17,583	D
Common Stock	Jul 9, 2018	M	12,474	$0.00	A	30,057	D
Common Stock	Jul 9, 2018	J	59	$0.00	A	30,116	D
Common Stock	Jul 9, 2018	M	46,551	$51.58	A	76,667	D
Common Stock	Jul 9, 2018	M	29,284	$79.20	A	105,951	D
Common Stock	Jul 9, 2018	M	29,215	$91.98	A	135,166	D
Common Stock	Jul 9, 2018	M	29,148	$94.62	A	164,314	D
Common Stock	Jul 9, 2018	M	8,310	$0.00	A	172,624	D
Common Stock	Jul 9, 2018	M	7,894	$0.00	A	180,518	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit^F7,F8	$0.00	Jul 9, 2018	M	4,729	D	—	—	Common Stock	4,729	D
Restricted Stock Unit^F7,F9	$0.00	Jul 9, 2018	M	4,597	D	—	—	Common Stock	4,597	D
Restricted Stock Unit^F7,F10	$0.00	Jul 9, 2018	M	12,474	D	—	—	Common Stock	12,474	D
Employee Stock Option (Right to Buy)^F11	$51.68	Jul 9, 2018	M	46,551	D	—	Mar 3, 2024	Common Stock	46,551	D
Employee Stock Option (Right to Buy)^F12	$79.20	Jul 9, 2018	M	29,284	D	—	Mar 2, 2025	Common Stock	29,284	D
Employee Stock Option (Right to Buy)^F13	$91.98	Jul 9, 2018	M	29,215	D	—	Mar 2, 2026	Common Stock	29,215	D
Employee Stock Option (Right to Buy)^F14	$94.62	Jul 9, 2018	M	29,148	D	—	Mar 2, 2027	Common Stock	29,148	D

Explanation of responses

F1Pursuant 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 Parent"), 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 Parent (the "Merger"), with Maple Parent surviving the Merger as a wholly-owned subsidiary of DPS. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding Restricted Stock Unit ("RSU") of DPS vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares underlying such DPS RSU, and (ii) an amount in cash equal to the number of shares underlying such DPS RSU multiplied by the special cash dividend per share amount.
F10These restricted stock units were to vest on March 4, 2021.
F11This option was granted on March 3, 2014 pursuant to Issuer's Omnibus Stock Incentive Plan of 2009 and is fully vested.
F12This option was granted on March 2, 2015 pursuant to Issuer's Omnibus Stock Incentive Plan of 2009 and is fully vested.
F13This option was granted March 2, 2016 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2017.
F14This option was granted on March 2, 2017 pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009 and was to vest in three equal annual installments on each anniversary date of the grant commencing on March 2, 2018.
F2These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (1) above.
F3These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (3) above.
F4These shares are restricted stock units acquired with dividend equivalent payments made under the Issuer's dividend reinvestment plan with respect to the shares referenced in row (5) above.
F5Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding DPS stock option was converted into a right of the holder of such DPS stock option to receive as soon as administratively practicable following the effective time (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS stock option, and (ii) an amount in cash equal to the number of shares underlying such DPS stock option multiplied by the difference between the special cash dividend per share amount and the exercise price per share of such DPS stock option as of immediately prior to the record date for the special cash dividend.
F6Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding Performance Stock Unit ("PSU") (with DPS PSUs vesting at target performance levels or at such higher performance levels as may be required pursuant to the applicable terms of a DPS benefit plan) vested and as soon as administratively possible following the effective time will be settled in exchange for (i) a number of shares of DPS common stock equal to the number of shares underlying such DPS PSU, and (ii) an amount in cash equal to the number of shares underlying such DPS PSU multiplied by the special cash dividend per share amount.
F7Each restricted stock unit represented a contingent right to receive one share of the Issuer's Common Stock and was granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009.
F8These restricted stock units were to vest on March 2, 2019.
F9These restricted stock units were to vest on March 4, 2020.