SEC Form 4 · accession 0001140361-15-026976
Kraft Heinz Co · KHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeanne P Jackson
Director
Period of report
Jul 2, 2015
Accepted (ET)
Jul 7, 2015 · 6:21 pm 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,F3 | Jul 2, 2015 | A | 10,050 | $0.00 | A | 10,050 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 10,050 deferred shares, which includes an additional 1,895 deferred shares in respect to the reinvestment of the Special Dividend in connection with the Merger (see footnotes below for further information and definitions).
- 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 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.
- F3Each Kraft deferred share also accrued additional deferred shares in respect of a special cash dividend of $16.50 per share (the "Special Dividend") of Kraft common stock, 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.