SEC Form 4 · accession 0001140361-15-026979
Kraft Heinz Co · KHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Georges El-Zoghbi
Officer — COO of US commercial business
Period of report
Jul 2, 2015
Accepted (ET)
Jul 7, 2015 · 6:24 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,F4 | Jul 2, 2015 | A | 73,429 | $0.00 | A | 73,429 | D | |
| Common StockF2 | Jul 2, 2015 | A | 3 | $0.00 | A | 3 | I | Held By Spouse |
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 | $32.54 | Jul 2, 2015 | A | 16,720 | A | Feb 23, 2013 | Feb 23, 2022 | Common Stock | 16,720 | 16,720 | D |
| Stock Options (right to buy)F5,F6 | $38.63 | Jul 2, 2015 | A | 50,757 | A | Feb 25, 2014 | Feb 25, 2023 | Common Stock | 50,757 | 50,757 | D |
| Stock Options (right to buy)F5,F6 | $45.59 | Jul 2, 2015 | A | 52,212 | A | Feb 27, 2015 | Feb 27, 2024 | Common Stock | 52,212 | 52,212 | D |
| Stock Options (right to buy)F5,F6 | $52.70 | Jul 2, 2015 | A | 61,110 | A | Feb 26, 2016 | Feb 26, 2025 | Common Stock | 61,110 | 61,110 | D |
Explanation of responses
- F1Includes 41,235 shares of common stock, 23,707 restricted stock units and 8,487 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 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.
- F6The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."