SEC Form 4 · accession 0001545158-15-000162
Kraft Foods Group, Inc. · KRFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry J Lundgren
Director
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 StockF1,F2 | Jul 2, 2015 | D | 7,331 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3,F4 | $88.30 | Jul 2, 2015 | D | 901 | D | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1Pursuant 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 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.
- F2Each Kraft deferred share will also accrue additional deferred shares in respect of a special cash dividend of $16.50 per share, 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.
- F3Each share of phantom stock is the economic equivalent of one share of Kraft common stock and is payable in cash upon the reporting person's election or termination from service as a Director of Kraft. The number of shares of phantom stock credited to the reporting person is determined by dividing the reporting person's deferred compensation fees by the closing price ($88.30) of Kraft's common stock on July 1, 2015.
- F4In connection with the merger, each share of Kraft phantom stock held by the reporting person was converted into the right to receive one Kraft Heinz phantom stock which is the economic equivalent of one share of Kraft Heinz common stock.