SEC Form 4 · accession 0001545158-15-000153
Kraft Foods Group, Inc. · KRFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T Cahill
Officer — Chairman and CEO · Director
Period of report
Jul 2, 2015
Accepted (ET)
Jul 2, 2015 · 4:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001545158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jul 2, 2015 | D | 212,252 | $0.00 | D | 0 | D | |
| Performance SharesF6 | Jul 2, 2015 | D | 62,470 | $88.30 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F7,F8 | $38.995 | Jul 2, 2015 | D | 173,095 | D | Jan 2, 2013 | Jan 3, 2022 | Common Stock | 173,095 | 0 | D |
| Stock Options (right to buy)F7,F8 | $46.74 | Jul 2, 2015 | D | 168,490 | D | Feb 25, 2014 | Feb 25, 2023 | Common Stock | 168,490 | 0 | D |
| Stock Options (right to buy)F7,F8 | $55.17 | Jul 2, 2015 | D | 35,688 | D | Feb 27, 2015 | Feb 27, 2024 | Common Stock | 35,688 | 0 | D |
| Stock Options (right to buy)F7,F8 | $63.775 | Jul 2, 2015 | D | 145,774 | D | Feb 26, 2016 | Feb 26, 2025 | Common Stock | 145,774 | 0 | D |
Explanation of responses
- F1Includes 66,739 shares of common stock, 136,033 restricted stock units, 7,175 deferred compensation units and 2,305 deferred shares.
- F2Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation ("Heinz"), Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each share of Kraft's common stock held by the reporting person was converted into the right to receive one share of common stock of the combined company, The Kraft Heinz Company ("Kraft Heinz"), and a special cash dividend of $16.50 per share (the "Special Dividend") of Kraft common stock.
- F3Pursuant to the Merger Agreement, upon completion of the merger, each Kraft restricted stock unit held by the reporting person was converted into the right to receive one Kraft Heinz restricted stock unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft restricted stock unit and a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz restricted stock units vested upon the reporting person's termination of employment in accordance with the terms and conditions as were applicable under such Kraft restricted stock units immediately prior to the completion of the merger.
- F4Pursuant to the Merger Agreement, upon completion of the merger, each Kraft deferred compensation unit held by the reporting person was converted into the right to receive one Kraft Heinz deferred compensation unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft deferred compensation unit and the right to receive a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz deferred compensation units will be subject to the same terms and conditions as were applicable under such Kraft deferred compensation units immediately prior to the completion of the merger.
- F5Pursuant to the Merger Agreement, upon completion of the merger, each Kraft deferred share held by the reporting person was converted into the right to receive one Kraft Heinz deferred share in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft deferred share and accrued additional deferred shares in respect of the Special Dividend, in accordance with the terms of the applicable Kraft stock plan, deferred share award agreement or Kraft's past practices with respect to such accruals. The Kraft Heinz deferred shares will be settled in accordance with the terms and conditions as were applicable under such Kraft deferred shares immediately prior to the completion of the merger.
- F6Pursuant to the Merger Agreement, upon completion of the merger, each Kraft performance share held by the reporting person was converted into the right to receive an amount in cash equal to the target number of Kraft performance shares subject to such award immediately prior to the completion of the merger multiplied by $88.30 (the final Kraft pre-dividend price). The performance share amount will be paid no later than 30 days following the completion of the merger.
- F7Pursuant to the Merger Agreement, upon completion of the merger, each Kraft stock option (whether vested or unvested) held by the reporting person was adjusted such that, upon the completion of the merger, it was converted into the right to receive an option to purchase the number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock subject to the Kraft stock option divided by the option adjustment ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of each Kraft stock option immediately prior to the completion of the merger multiplied by the option adjustment ratio (rounded up to the nearest whole cent). All unvested Kraft Heinz stock options vested and became 100% exercisable upon the reporting person's termination of employment in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.
- F8The stock options originally vested or were scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."