UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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*The reporting person may be deemed to have beneficial ownership of 293,536,058 shares of common stock, $0.01 par value, of the issuer (“common stock”) as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G and an additional 325,442,152 shares of common stock as a result of the relationships described under Part 2 of Exhibit A to this Schedule 13G.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

†Calculated based upon 1,213,455,716 shares of common stock outstanding as of November 1, 2015, as reported in the issuer’s Form 10-Q for the quarterly period ended September 27, 2015, as filed with the Securities and Exchange Commission.

 

 

CUSIP No.

500754106

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	3G Global Food Holdings GP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☒
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			618,978,210*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			293,536,058*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	618,978,210*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	51.0%†
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

 

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*The reporting person may be deemed to have beneficial ownership of 293,536,058 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G and an additional 325,442,152 shares of common stock as a result of the relationships described under Part 2 of Exhibit A to this Schedule 13G.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

†Calculated based upon 1,213,455,716 shares of common stock outstanding as of November 1, 2015, as reported in the issuer’s Form 10-Q for the quarterly period ended September 27, 2015, as filed with the Securities and Exchange Commission.

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*The reporting person may be deemed to have beneficial ownership of 293,536,058 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G and an additional 325,442,152 shares of common stock as a result of the relationships described under Part 2 of Exhibit A to this Schedule 13G.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

†Calculated based upon 1,213,455,716 shares of common stock outstanding as of November 1, 2015, as reported in the issuer’s Form 10-Q for the quarterly period ended September 27, 2015, as filed with the Securities and Exchange Commission.

 

 

CUSIP No.

500754106

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	3G Capital Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☒
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			618,978,210*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			293,536,058*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	618,978,210*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	51.0%†
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

*The reporting person may be deemed to have beneficial ownership of 293,536,058 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G and an additional 325,442,152 shares of common stock as a result of the relationships described under Part 2 of Exhibit A to this Schedule 13G.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

†Calculated based upon 1,213,455,716 shares of common stock outstanding as of November 1, 2015, as reported in the issuer’s Form 10-Q for the quarterly period ended September 27, 2015, as filed with the Securities and Exchange Commission.

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Item 1.

Item 2.

 

 

See the cover pages for each of the reporting persons.

 

 

 

 

	3G GLOBAL FOOD HOLDINGS LP
Date:  February 16, 2016	By:	/s/ Bernardo Piquet
		Name:  Bernardo Piquet
		Title:    Director

 

	3G GLOBAL FOOD HOLDINGS GP LP
Date:  February 16, 2016	By:	/s/ Bernardo Piquet
		Name:  Bernardo Piquet
		Title:    Director

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As a result of the relationships described in this Exhibit A, 3G Global Food Holdings LP, 3G Global Food Holdings GP LP, 3G Capital Partners II LP, 3G Capital Partners Ltd., 3G Capital Partners LP, Berkshire Hathaway Inc. and Warren E. Buffett may be deemed to be a group for purposes of Section 13(d) of the Act. As of December 31, 2015, the foregoing persons collectively owned 618,978,210 shares of common stock of the issuer (representing 51.0% of a total of 1,213,455,716 shares of common stock of the issuer outstanding as of November 1, 2015, as reported in the issuer’s Form 10-Q for the quarterly period ended September 27, 2015, as filed with the Securities and Exchange Commission).

As of December 31, 2015, 3G Global Food Holdings LP was the holder of record of 293,536,058 shares of common stock of the issuer. As a result, 3G Global Food Holdings GP LP, as the general partner of 3G Global Food Holdings LP, 3G Capital Partners II LP, as the general partner of 3G Global Food Holdings GP LP, 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II LP, and 3G Capital Partners LP, as the investment manager of 3G Global Food Holdings LP, may be deemed to have voting and/or dispositive power with respect to such shares. Each of 3G Global Food Holdings LP, 3G Global Food Holdings GP LP, 3G Capital Partners II LP, 3G Capital Partners Ltd. and 3G Capital Partners LP disclaim beneficial ownership of such shares and this Schedule 13G shall not be deemed an admission that any such reporting person is the beneficial owner of such shares for purposes of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

3G Global Food Holdings LP and Berkshire Hathaway Inc. are parties to a Shareholders’ Agreement, dated as of July 2, 2015 (the “Shareholders’ Agreement”), that governs how the parties and their affiliates vote the shares of common stock of the issuer held by them as of July 2, 2015 with respect to supporting director nominees that are designated by Berkshire Hathaway Inc. or 3G Global Food Holdings LP, respectively.

Pursuant to the Shareholders’ Agreement, 3G Global Food Holdings LP has agreed that for so long as Berkshire Hathaway Inc. and its affiliates control shares of common stock of the issuer representing at least 66% of the voting power in election of directors of the shares of common stock of the issuer owned by it as of July 2, 2015, 3G Global Food Holdings LP and its affiliates will vote the shares of common stock of the issuer in favor of three issuer board nominees designated by Berkshire Hathaway Inc. and not take any action to remove such designees without Berkshire Hathaway Inc.’s consent.

Similarly, Berkshire Hathaway Inc. has agreed that for so long as 3G Global Food Holdings LP and its affiliates control shares representing at least 66% of the voting power in election of directors of the shares of common stock of the issuer owned by them as of July 2, 2015, Berkshire Hathaway Inc. and its affiliates will vote the shares of common stock of the issuer in favor of three issuer board nominees designated by 3G Global Food Holdings LP and not take any action to remove such designees without 3G Global Food Holdings LP’s consent.

The Shareholders’ Agreement provides that the foregoing support obligations of each party will step down as a result of a reduction in control of shares of the issuer by the other party below the applicable 66% threshold described above.

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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned hereby agree as follows: