SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DeNooyer Mary Beth

(Last) (First) (Middle)
53 SOUTH AVE.

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $0.00(1) 09/13/2019 A 14,520 (2) (2) Common Stock 14,520 $0.00 14,520 D
Restricted Stock Unit(3) (4) 09/13/2019 A 108,893 (5) (5) Common Stock 108,893 $0.00 108,893 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and is granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
2. These restricted stock units vest in one installment on September 13, 2024 and will be settled in shares of the Issuer's Common Stock on the vesting date.
3. Represents matching restricted stock units ("Matching RSUs") granted to the Reporting Person in connection with the Issuer's Elite Investment Program ("Elite Program") under the Issuer's Omnibus Stock Incentive Plan of 2019. If at any time starting on September 13, 2020 through September 13, 2024, the Reporting Person owns fewer than 108,893 shares of Common Stock but more than 65,336 shares of Common Stock, a pro rata portion of the Matching RSU grant will be forfeited. If at any time starting on September 13, 2020 through September 13, 2024, the Reporting Person owns fewer than 65,336 shares of Common Stock, the entire Matching RSU will be forfeited.
4. Upon vesting, each Matching RSU represents a contingent right to receive one share of the Issuer's Common Stock and is granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
5. These Matching RSUs vest on September 13, 2024 and will be settled in shares of the Issuer's Common Stock on the vesting date, unless forfeited prior to the vesting date pursuant to the Issuer's Elite Investment Program.
Remarks:
/s/ Kristin E. Blazewicz, attorney in fact 09/16/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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