Sec Form 13D Filing - BRC S.a.R.L. filing for ANHEUSER-BUSCH INBEV SA SPONSO (BUD) - 2024-03-20

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 Motta

BRC S.à.R.L.

2 Boulevard de la Foire,

L – 1528 Luxembourg

+352 2704-8684

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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 Max Van Hoegaerden 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 2023 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 SC (formerly Fonds Voorzitter Verhelst SPRL) (“Fonds Voorzitter Verhelst”). Together these entities and individuals indirectly and directly beneficially own 837,651,567 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (“AB InBev”), as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 Names of reporting persons:

 Fonds Voorzitter Verhelst SC

 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:

 1,099,636,222 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 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:

 1,099,895,222 Shares^{1, 2, 3}

 Sole dispositive power:

 259,000

 Shared dispositive power:

 837,910,567 Ordinary Shares^{1, 3}

 Aggregate amount beneficially owned by each reporting person:

 1,099,895,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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 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 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 Names of reporting persons:

 Carlos Alberto da Veiga 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:

 1,099,636,222 Shares^{1, 2, 3}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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.

Mr. Sicupira disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

Based on a total of 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

 Names of reporting persons:

 Max Van Hoegaerden 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:

 1,099,636,222 Shares^{1, 2, 3}

 Sole dispositive power:

 0

 Shared dispositive power:

 837,651,567 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,099,636,222 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):

 55.8%^{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 2023 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 837,651,567 Ordinary Shares of AB InBev, as of March 19, 2024, representing approximately 42.5% 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 125,115,417 Restricted Shares and 34,006,520 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.

Mr. Telles disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

Based on a total of 1,970,951,153 Ordinary Shares deemed to be outstanding as of March 19, 2024, which is calculated based upon the sum of (i) 1,748,973,018 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 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.

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 company with a social purpose incorporated under the laws of Belgium (“Fonds Baillet Latour”);

Fonds Voorzitter Verhelst SC (formerly Fonds Voorzitter Verhelst SPRL), a company 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

Max Van Hoegaerden 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.

Except as described in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified on Schedule A to this Schedule 13D has effected any transaction in the Voting Shares of the Issuer during the past 60 days.

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

Material to Be Filed as Exhibits.

Exhibit No

Description

Name

Citizenship

Business Address

Present Principal Occupation

Jorge Paulo Lemann

Carlos Alberto da Veiga Sicupira

Estrada Dos Picheleiros -

Quinta Do Paraiso

2925-758 Azeitao

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

Citizenship

Business Address

Present Principal Occupation

Paulo Alberto Lemann

Eduardo Saggioro

Marc Lemann

Heloisa de Paula Machado Sicupira

Claudio Garcia

Name

Citizenship

Business Address

Present Principal Occupation

Sabine Chalmers

Alexandre de Pret Roose de Calesberg

c/o Eugenie Patri Sebastien S.A.,

488, route de Longwy, L-1940 Luxembourg

Christophe d’Ansembourg

c/o Eugenie Patri Sebastien S.A.,

488, route de Longwy, L-1940 Luxembourg

Grégoire de Spoelberch

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

Luxembourg

Director of AB InBev, the Stichting and EPS; CEO of GDS

Consult SA²

Alexandre Van Damme

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

Luxembourg

Elio Leoni Sceti

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

Luxembourg

Maximilien de Limburg Stirum

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

Luxembourg

Valentine De Pret Roose de Calesberg

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

Luxembourg

Paul Cornet de Ways Ruart

c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940

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

Citizenship

Business Address

Present Principal Occupation

Arnoud de Pret Roose de Calesberg

Gérard Lamarche

Lavinia de Pret Roose de Calesberg

Valentine de Pret Roose de Calesberg

Elinor de Pret Roose de Calesberg

Name

Citizenship

Business Address

Present Principal Occupation

Yvan de Launoit

Pierre-Olivier Beckers-Vieujant

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Grégoire de Spoelberch

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour and AB InBev

Benoit de Spoelberch

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Thomas Leysen

Brouwerijplein 1, 3000 Leuven,

Belgium

Chairman of Fonds Baillet

Latour, Umicore and Mediahuis, and chairman of the supervisory board of Royal DSM N.V.²

Sybille van der Straten Ponthoz

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Anne de Paepe

Brouwerijplein 1, 3000 Leuven,

Belgium

André Querton

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Diane de Spoelberch-Adriaenssen

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Eric Speeckaert

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Fransiscus van Daele

Brouwerijplein 1, 3000 Leuven,

Belgium

Director of Fonds Baillet

Latour

Elinor de Pret Roose de Calesberg

Brouwerijplein 1, 3000 Leuven,

Belgium

Stichting Fonds InBev Baillet Latour³

Ceresstraat 1, Breda,

Netherlands

Director of Fonds Baillet

Latour

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 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 business of Royal DSM N.V. is health, nutrition and bioscience and its principal business address is Het Overloon 1, 6411 TE Heerlen, the Netherlands.

The directors of Stichting Fonds InBev Baillet Latour are Arnoud de Pret Roose de Calesberg, Benoit de Spoelberch, Benoit Loore, 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

Remans Mieke

Degelin Ludo

Brouwerijplein 1, 3000 Leuven,

Belgium

Hermans Luc

Brouwerijplein 1, 3000 Leuven,

Belgium

Van Biesbroeck Jo

Brouwerijplein 1, 3000 Leuven,

Belgium

President of Fonds Voorzitter

Verhelst

Verdoodt Isabelle

Brouwerijplein 1, 3000 Leuven,

Belgium

Exhibit No

Description