Sec Form 13D Filing - BRC S.a.R.L. filing for ANHEUSER-BUSCH INBEV SA SPONSO (BUD) - 2021-06-16

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

England

+44 20 7959-8900

Erik Adam

Eugénie Patri Sébastien S.A.

488 Route de Longwy, L-1940,

Luxembourg

+ 352 27 02 39

Mr. Roberto Moses Thompson

BRC S.à.R.L.

2 Boulevard de la Foire,

L – 1528 Luxembourg

+352 2704-86 84 21

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Names of reporting persons:

Stichting Anheuser-Busch InBev

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) is wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax Société d’Investissements SA (“Rayvax”), a Belgian corporation, are party to the 2016 Shareholders’ Agreement (defined below), and the Stichting Anheuser-Busch InBev is party to a further voting agreement (the “Funds Voting Agreement”) with Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL) (“Fonds Baillet Latour”) and Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL) (“Fonds Voorzitter Verhelst”). Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (“AB InBev”), as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria Group, Inc. a Virginia Corporation (“Altria”) and BEVCO Lux S.à R.L., a Luxembourg corporation (“BEVCO”), are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares (as defined below) over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement (as defined below), which includes all Restricted Shares owned by Altria and BEVCO and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

BRC S.à R.L.

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Eugénie Patri Sébastien S.A.

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of EPS may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Rayvax Société d’Investissements S.A.

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of Rayvax may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Fonds Baillet Latour CV

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Fonds Voorzitter Verhelst SRL

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,902,125 Shares^{1, 2}

Sole dispositive power:

0

Shared dispositive power:

846,582,053 Ordinary Shares¹

Aggregate amount beneficially owned by each reporting person:

1,146,902,125 Shares^{1, 2}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3}

Type of reporting person (see instructions):

CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,935,685,0534 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Jorge Paulo Lemann

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Federative Republic of Brazil and Switzerland

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

259,000

Shared voting power:

1,147,165,593 Shares^{1, 2, 3}

Sole dispositive power:

259,000

Shared dispositive power:

846,845,521 Ordinary Shares^{1, 3}

Aggregate amount beneficially owned by each reporting person:

1,147,165,593 Shares^{1, 2, 3}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.26%^{1, 2, 3, 4}

Type of reporting person (see instructions):

IN

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids and 259,000 Ordinary Shares held by Olia 2 AG, a company incorporated under Liechtenstein law, acting in concert with Mr. Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Lemann disclaims beneficial ownership of the securities subject to this statement on Schedule 13D, except with respect to the 259,000 Ordinary Shares held by Olia 2 AG over which he holds sole voting and dispositive power.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.95% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Carlos Alberto da Viega Sicupira

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Federative Republic of Brazil

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,906,593 Shares^{1, 2, 3}

Sole dispositive power:

0

Shared dispositive power:

846,586,521 Ordinary Shares^{1, 3}

Aggregate amount beneficially owned by each reporting person:

1,146,906,593 Shares^{1, 2, 3}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3, 4}

Type of reporting person (see instructions):

IN

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Sicupira disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i ) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Names of reporting persons:

Marcel Herrmann Telles

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

SEC use only

Source of funds (see instructions):

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization:

Federative Republic of Brazil

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

1,146,906,593 Shares^{1, 2, 3}

Sole dispositive power:

0

Shared dispositive power:

846,586,521 Ordinary Shares^{1, 3}

Aggregate amount beneficially owned by each reporting person:

1,146,906,593 Shares^{1, 2, 3}

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in row (11):

59.25%^{1, 2, 3, 4}

Type of reporting person (see instructions):

IN

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordin ary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Telles disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Security and Issuer.

Identity and Background.

the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), a foundation formed under the laws of the Netherlands (the “Stichting”);

BRC S.à R.L., a limited liability company (société à responsabilité limité) incorporated under the laws of Luxembourg (“BRC”);

Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“EPS”);

Rayvax Société d’Investissements S.A., a public limited liability company (société anonyme) incorporated under the laws of Belgium (“Rayvax”);

Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL), a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Baillet Latour”);

Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL), a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Voorzitter Verhelst”);

Jorge Paulo Lemann, a Swiss and Brazilian citizen (“Mr. Lemann”);

Carlos Alberto da Veiga Sicupira, a Brazilian citizen (“Mr. Sicupira”); and

Marcel Herrmann Telles, a Brazilian citizen (“Mr. Telles”), (collectively, the “Reporting Persons”).

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

Interest in Securities of the Issuer.

Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

Rows (7) through (10) of the cover pages to this Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares and Restricted Shares of AB InBev as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

The following table sets forth transactions with respect to Ordinary Shares effected between June 7, 2021 to June 10, 2021 by BRC. All such transactions were open-market purchases effected through a broker. The total number of Ordinary Shares purchased by BRC during such period was 1,168,839.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Material to Be Filed as Exhibits.

Exhibit
No

Description

Name

Jorge Paulo Lemann

Carlos Alberto da Veiga Sicupira

Marcel Herrmann Telles

Roberto Moses Thompson Motta

Paul Cornet de Ways Ruart

Alexandre Van Damme

Grégoire de Spoelberch

Sabine Chalmers

The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.

Name

Paulo Alberto Lemann

Jorge Paulo Lemann

Carlos Alberto da Veiga Sicupira

Marcel Herrmann Telles

Roberto Moses Thompson Motta

Alexandre Behring

Eduardo Saggioro

Marc Lemann

Cecilia Sicupira

Claudio Garcia

Name

Sabine Chalmers

Juan de Hemptinne

488, route de Longwy, L-1940
Luxembourg

Christophe d’Ansembourg

488, route de Longwy, L-1940
Luxembourg

Grégoire de Spoelberch

Luxembourg

Consult SA²

Alexandre Van Damme

Luxembourg

Comtesse Edwine van der Straten Ponthoz

Luxembourg

Maximilien de Limburg Stirum

Luxembourg

Valentine De Pret Roose de Calesberg

Luxembourg

Paul Cornet de Ways Ruart

Luxembourg

Sébastien Delloye

The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.

The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

The principal business of SFI is equity investments and its address is 488, route de Longwy L-1940 Luxembourg.

Name

Arnoud de Pret Roose de Calesberg

1200 Brussels

Pax Affaires S.A.

1200 Brussels

Valentine de Pret Roose de Calesberg

Gérard Lamarche

Name

Citizenship

Business Address

Present Principal Occupation

Beneficial
Ownership of

AB InBev

Ordinary
Shares

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour and deputy director of the CNRS¹

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour and chairman of the Belgian Olympic Committee²

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour and AB InBev

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Chairman of Fonds Baillet

Latour, Umicore and Mediahuis³

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Brouwerijplein 1, 3000 Leuven,

Belgium

Ceresstraat 1, Breda,

Netherlands

Director of Fonds Baillet

Latour

The principal business of Umicore is materials technology and its principal business address is Broekstraat 31 Rue du Marais, 1000, Brussels, Belgium. The principal business of Mediahuis is international media and its principal business address is Katwilgweg 2, 2050 Antwerpen, Belgium.

The principal address of the Belgian Olympic Committee is Avenue de Bouchout 9, 1020 Brussels, Belgium.

The CNRS (Centre National de la Recherche Scientifique) is a French state scientific research organization, and its principal address is 3 rue Michel- Ange, 75 016 Paris, France.

The directors of Stichting Fonds InBev Baillet Latour are Arnoud de Pret Roose de Calesberg, Benoit de Spoelberch, Alain De Waele, Thomas Leysen and Kees Storm. Each of them has a less than 0.1% beneficial ownership in AB InBev shares.

Name

Citizenship

Business Address

Present Principal Occupation or
Employment

Beneficial
Ownership of

AB InBev

Ordinary
Shares

Brouwerijplein 1, 3000 Leuven,

Belgium

Brouwerijplein 1, 3000 Leuven,

Belgium

Brouwerijplein 1, 3000 Leuven,

Belgium

President of Fonds Voorzitter

Verhelst

Brouwerijplein 1, 3000 Leuven,

Belgium

*

*

/s/ Jan Vandermeersch

FONDS VOORZITTER VERHELST SRL

*

*

Jo Van Biesbroeck

/s/ Jan Vandermeersch

JORGE PAULO LEMANN

*

Jorge Paulo Lemann

/s/ Roberto Moses Thompson Motta

Roberto Moses Thompson Motta

Attorney-in-Fact

/s/ André Costa Coelho de Souza

André Costa Coelho de Souza

Attorney-in-Fact

CARLOS ALBERTO DA VEIGA SICUPIRA

*

Carlos Alberto Da Veiga Sicupira

/s/ Roberto Moses Thompson Motta

Roberto Moses Thompson Motta

Attorney-in-Fact

/s/ André Costa Coelho de Souza

André Costa Coelho de Souza

Attorney-in-Fact

MARCEL HERRMANN TELLES

*

Marcel Herrmann Telles

/s/ Roberto Moses Thompson Motta

Roberto Moses Thompson Motta

Attorney-in-Fact

/s/ André Costa Coelho de Souza

André Costa Coelho de Souza

Attorney-in-Fact

Exhibit No

Description