SEC Form 4 · accession 0001140361-15-026981
Kraft Heinz Co · KHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Savina
Officer — SVP, Gen. Counsel & Corp. Sec
Period of report
Jul 2, 2015
Accepted (ET)
Jul 7, 2015 · 6:25 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 | Jul 2, 2015 | A | 5,993 | $0.00 | A | 5,993 | D |
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)F3,F4 | $38.65 | Jul 2, 2015 | A | 9,064 | A | Feb 13, 2014 | Feb 13, 2023 | Common Stock | 9,064 | 9,064 | D |
| Stock Options (right to buy)F3,F4 | $45.59 | Jul 2, 2015 | A | 9,214 | A | Feb 27, 2015 | Feb 27, 2024 | Common Stock | 9,214 | 9,214 | D |
| Stock Options (right to buy)F3,F4 | $52.70 | Jul 2, 2015 | A | 9,964 | A | Feb 26, 2016 | Feb 26, 2025 | Common Stock | 9,964 | 9,964 | 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 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 cash payment equal to a special cash dividend of $16.50 per share ("Special Dividend") of Kraft common stock no later than 30 days following the completion of the merger.
- F2The 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.
- F3Pursuant 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.
- F4The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."