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*
3G Global Food Holdings LP

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock(1) 08/06/2018 J(2) 20,630,314 D $0.00 290,727,687 D(1)(2)
Common Stock 08/07/2018 S(3) 20,630,314 D $59.85 270,097,373 I(2)(3) See Footnote(2)
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
1. Name and Address of Reporting Person*
3G Global Food Holdings LP

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
1. Name and Address of Reporting Person*
3G Global Food Holdings GP LP

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
1. Name and Address of Reporting Person*
3G Capital Partners II, L.P.

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
1. Name and Address of Reporting Person*
3G Capital Partners Ltd.

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
Explanation of Responses:
1. 3G 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.
2. 3G GFH transferred 20,630,314 shares of Common Stock (the "Shares") to HK3 18 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 270,097,373 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.
3. The 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 related to the original interest of the partners of 3G Capital Partners in 3G GFH (or, indirectly, The Kraft Heinz Company). 3G GFH has no current plan or intention to transfer or sell any additional Shares.
Remarks:
/s/ Bernardo Piquet 08/07/2018
/s/ Bernardo Piquet 08/07/2018
/s/ Bernardo Piquet 08/07/2018
/s/ Bernardo Piquet 08/07/2018
** Signature of Reporting Person Date
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