SEC Form 4/A · accession 0001209191-19-006459
Keurig Dr Pepper Inc. · KDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Fernando Cortes
Officer — Chief Supply Chain Officer
Period of report
Jul 9, 2018
Accepted (ET)
Feb 1, 2019 · 4:43 pm EST
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,F2 | Jul 9, 2018 | J | 0 | $0.00 | A | 12,461 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $14.81 | Jul 9, 2018 | M | 37,538 | A | Jul 9, 2018 | Mar 2, 2026 | Common Stock | 37,538 | 37,538 | D |
| Employee Stock Option (Right to Buy)F4 | $15.23 | Jul 9, 2018 | M | 37,452 | A | Jul 9, 2018 | Mar 2, 2027 | Common Stock | 37,542 | 37,542 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated January 29, 2018, ("Agreement"), between Maple Parent Holdings Corp., ("Maple"), Dr Pepper Snapple Group, Inc. ("DPS") and Salt Merger Sub, Inc., ("SMS"), SMS merged on July 9, 2018 into Maple (the "Merger"), with Maple surviving the Merger as a wholly-owned subsidiary of DPS. DPS was renamed Keurig Dr Pepper Inc.("KDP"). The Reporting Person elected to have each issued and outstanding DPS stock option converted into KDP stock options at the effective time of the Merger.
- F2The original Form 4 filed on July 10, 2018 (the "Original Form 4") by the Reporting Person erroneously reported a total of 12,074 shares of outstanding DPS stock options converted into 12,074 shares of DPS common stock. The Reporting Person instead opted to have each issued and outstanding DPS stock option converted into KDP stock options pursuant to the Agreement at the effective time of the Merger. As a result the amount of securities beneficially owned by the Reporting Person on the Original Form 4 following the reported transactions should have been reported as 12,461 and not 24,540.
- F3The Original Form 4 reported 6,044 shares of outstanding DPS stock options granted on March 2, 2016 converted into 6,044 shares of DPS common stock. The Reporting Person instead had opted to have each issued and outstanding DPS stock option converted into KDP stock options, pursuant to the Merger. Table II should have shown $14.81 in Column 2 and not $94.62; and 37,538 in Column 5(A) and Column 7 and not 6,044; and 37,538 in Column 9 and not 0.
- F4The Original Form 4 reported 6,030 shares of outstanding DPS stock options granted on March 2, 2017 converted into 6,030 shares of DPS common stock. The Reporting Person instead had opted to have each issued and outstanding DPS stock option converted into KDP stock options, pursuant to the Merger. Table II should have shown $15.23 in Column 2 and not $91.98; and 37,452 in Column 5(A) and Column 7 and not 6,030; and 37,452 in Column 9 and not 0.