SEC Form 4 · accession 0000899243-16-029536
Kraft Heinz Co · KHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
3G Capital Partners Ltd.
10% Owner
3G Capital Partners II, L.P.
10% Owner
3G Global Food Holdings LP
10% Owner
3G Global Food Holdings GP LP
10% Owner
Period of report
Sep 19, 2016
Accepted (ET)
Sep 21, 2016 · 8:00 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001637459
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 19, 2016 | J | 2,808,371 | $0.00 | D | 293,536,058 | D | |
| Common StockF2,F3 | Sep 19, 2016 | S | 1,419,057 | $87.64 | D | 292,117,001 | I | See Footnote |
| Common StockF2,F3 | Sep 20, 2016 | S | 1,389,314 | $86.44 | D | 290,727,687 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F13G Global Food Holdings LP ("3G GFH") directly owns the reported securities. As a result, 3G Global Food Holdings GP LP, as the general partner of 3G GFH, 3G Capital Partners II L.P., as the general partner of 3G Global Food Holdings GP LP, and 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II L.P., may be deemed to have voting and dispositive power with respect to the reported securities. Each of 3G GFH, 3G Global Food Holdings GP LP, 3G Capital Partners II L.P. and 3G Capital Partners Ltd. (the "3G Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- F23G GFH transferred 2,808,371 shares of Common Stock (the "Shares") to HK3 16 LP ("Holdings"). The transferred Shares are the sole assets of Holdings. Following the transfer and the reported transactions described in note 3 below, 3G GFH beneficially owns directly and indirectly 290,727,687 reported securities. Each of the 3G Reporting Persons and Holdings disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons and Holdings are or is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
- F3The reported transactions involved the sale of all of the Shares transferred by 3G GFH to Holdings. The Shares sold in the reported transactions did not include any Shares beneficially owned by the partners of 3G Capital Partners. 3G GFH has no current plan or intention to transfer or sell any additional Shares.