SEC Form 4 · accession 0001209191-18-042082
Keurig Dr Pepper Inc. · KDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pamela H Patsley
Director
Period of report
Jul 9, 2018
Accepted (ET)
Jul 10, 2018 · 8:51 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 9, 2018 | M | 1,413 | $0.00 | A | 17,126 | D | |
| Common Stock | Jul 9, 2018 | J | 76 | $0.00 | A | 17,202 | D | |
| Common Stock | Jul 9, 2018 | M | 1,532 | $0.00 | A | 18,734 | D | |
| Common Stock | Jul 9, 2018 | J | 46 | $0.00 | A | 18,780 | D | |
| Common Stock | Jul 9, 2018 | M | 1,247 | $0.00 | A | 20,027 | D | |
| Common Stock | Jul 9, 2018 | J | 5 | $0.00 | A | 20,032 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5,F7 | $0.00 | Jul 9, 2018 | M | 1,413 | D | — | — | Common Stock | 1,413 | 0 | D |
| Restricted Stock UnitF5,F8 | $0.00 | Jul 9, 2018 | M | 1,533 | D | — | — | Common Stock | 1,533 | 0 | D |
| Restricted Stock UnitF5,F9 | $0.00 | Jul 9, 2018 | M | 1,247 | D | — | — | Common Stock | 1,247 | 0 | 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 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.
- 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.
- F5Each 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.
- F6Pursuant to the Merger Agreement, immediately prior to the effective time, each outstanding RSU vested and was settled in exchange for (i) a number of shares of DPS common stock equal to the 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.
- F7These restricted stock units were to vest on March 2, 2019.
- F8These restricted stock units were to vest on March 4, 2020.
- F9These restricted stock units were to vest on March 4, 2021.