SEC Form 4 · accession 0001545158-15-000161

Kraft Foods Group, Inc. · KRFT

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

Reporting owner

Christopher J Kempczinski

Officer — EVP, Growth & Pres. Intl

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,F4	Jul 2, 2015	D	69,106	$0.00	D	0	D
Performance Shares^F5	Jul 2, 2015	D	31,009	$88.30	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (right to buy)^F6,F7	$24.49	Jul 2, 2015	D	1,352	D	Feb 19, 2010	Feb 20, 2019	Common Stock	1,352	D
Stock Options (right to buy)^F6,F7	$30.206	Jul 2, 2015	D	4,716	D	Feb 22, 2011	Feb 21, 2020	Common Stock	4,716	D
Stock Options (right to buy)^F6,F7	$32.984	Jul 2, 2015	D	6,633	D	Feb 24, 2012	Feb 23, 2021	Common Stock	6,633	D
Stock Options (right to buy)^F6,F7	$39.379	Jul 2, 2015	D	6,053	D	Feb 23, 2013	Feb 23, 2022	Common Stock	6,053	D
Stock Options (right to buy)^F6,F7	$46.74	Jul 2, 2015	D	20,970	D	Feb 25, 2014	Feb 25, 2023	Common Stock	20,970	D
Stock Options (right to buy)^F6,F7	$55.17	Jul 2, 2015	D	22,840	D	Feb 27, 2015	Feb 27, 2024	Common Stock	22,840	D
Stock Options (right to buy)^F6,F8	$55.56	Jul 2, 2015	D	62,997	D	Oct 7, 2017	Oct 7, 2024	Common Stock	62,997	D
Stock Options (right to buy)^F6,F7	$63.775	Jul 2, 2015	D	28,541	D	Feb 26, 2016	Feb 26, 2025	Common Stock	28,541	D

Explanation of responses

F1Includes 21,345 shares of common stock, 47,393 restricted stock units and 368 deferred compensation 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 will continue to vest and be settled 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 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 in two installments in the manner set forth in the Merger Agreement.
F6Pursuant 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). The Kraft Heinz stock options will continue to vest and become exercisable in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.
F7The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."
F8The stock options are scheduled to vest in two installments on October 7, 2017 and October 7, 2019.