SEC Form 4 · accession 0001545158-15-000160

Kraft Foods Group, Inc. · KRFT

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

Reporting owner

James Kehoe

Officer — EVP and CFO

Period of report

Jul 2, 2015

Accepted (ET)

Jul 2, 2015 · 4:49 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 Stock^F1,F2,F3	Jul 2, 2015	D	52,148	$0.00	D	0	D
Performance Shares^F4	Jul 2, 2015	D	15,994	$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)^F5,F6	$64.42	Jul 2, 2015	D	163,009	D	Feb 20, 2016	Feb 20, 2025	Common Stock	163,009	0	D
Stock Options (right to buy)^F5,F6	$63.775	Jul 2, 2015	D	37,322	D	Feb 26, 2016	Feb 26, 2025	Common Stock	37,322	0	D

Explanation of responses

F1Includes 23,531 shares of common stock and 28,617 restricted stock units.
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 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.
F5Pursuant 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.
F6The stock options were scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."