SEC Form 4 · accession 0001209191-18-042349
Keurig Dr Pepper Inc. · KDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margaret Newman
Officer — Chief Human Resources Officer
Period of report
Jul 9, 2018
Accepted (ET)
Jul 11, 2018 · 4:48 pm 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 StockF1 | Jul 9, 2018 | A | 162,337 | $0.00 | A | 162,337 | 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 UnitF2,F4 | — | Jul 9, 2018 | A | 162,338 | A | — | — | Common Stock | 162,338 | 162,338 | D |
| Restricted Stock UnitF2,F4 | — | Jul 9, 2018 | A | 43,284 | A | — | — | Common Stock | 43,284 | 43,284 | 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"), 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.
- F2Upon vesting, each Restricted Stock Unit settles for one share of common stock.
- F3Pursuant 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.
- F4These Restricted Stock Units vest on September 13, 2021.