Sec Form 13G Filing - 3G Global Food Holdings LP filing for The Kraft Heinz Company (KHC) - 2020-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

NAMES OF REPORTING PERSONS

3G Global Food Holdings LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

570,470,868*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

245,028,716*

   9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

570,470,868*

 10 

CHECK IF THE AGGREGATE AMOU NT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

 11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.7%**

 12 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

The reporting person may be deemed to have beneficial ownership of 245,028,716 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/A 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/A. Neither the filing of this Schedule 13G/A 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. This Schedule 13G/A is being filed to reflect the sale of shares of common stock in September 2019, which did not include any shares of common stock related to the original interest of the partners of 3G Capital Partners in 3G Global Food Holdings LP (or, indirectly, The Kraft Heinz Company).

Calculated based upon 1,221,160,646 shares of common stock outstanding as of October 26, 2019, as reported in the issuer’s Form 10-Q for the quarterly period ended September 28, 2019, as filed with the Securities and Exchange Commission (“SEC”).

NAMES OF REPORTING PERSONS

3G Global Food Holdings GP LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

570,470,868*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

245,028,716*

   9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

570,470,868*

 10 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

 11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.7%**

 12 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

The reporting person may be deemed to have beneficial ownership of 245,028,716 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G/A 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/A. Neither the filing of this Schedule 13G/A 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. This Schedule 13G/A is being filed to reflect the sale of shares of common stock in September 2019, which did not include any shares of common stock related to the original interest of the partners of 3G Capital Partners in 3G Global Food Holdings LP (or, indirectly, The Kraft Heinz Company).

Calculated based upon 1,221,160,646 shares of common stock outstanding as of October 26, 2019, as reported in the issuer’s Form 10-Q for the quarterly period ended September 28, 2019, as filed with the SEC.

NAMES OF REPORTING PERSONS

3G Capital Partners II LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

570,470,868*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

245,028,716*

   9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

570,470,868*

 10 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

 11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.7%**

 12 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

The reporting person may be deemed to have beneficial ownership of 245,028,716 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G/A 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/A. Neither the filing of this Schedule 13G/A 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. This Schedule 13G/A is being filed to reflect the sale of shares of common stock in September 2019, which did not include any shares of common stock related to the original interest of the partners of 3G Capital Partners in 3G Global Food Holdings LP (or, indirectly, The Kraft Heinz Company).

Calculated based upon 1,221,160,646 shares of common stock outstanding as of October 26, 2019, as reported in the issuer’s Form 10-Q for the quarterly period ended September 28, 2019, as filed with the SEC.

NAMES OF REPORTING PERSONS

3G Capital Partners Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

570,470,868*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

245,028,716*

   9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

570,470,868*

 10 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

 11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.7%**

 12 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

The reporting person may be deemed to have beneficial ownership of 245,028,716 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G/A 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/A. Neither the filing of this Schedule 13G/A 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. This Schedule 13G/A is being filed to reflect the sale of shares of common stock in September 2019, which did not include any shares of common stock related to the original interest of the partners of 3G Capital Partners in 3G Global Food Holdings LP (or, indirectly, The Kraft Heinz Company).

Calculated based upon 1,221,160,646 shares of common stock outstanding as of October 26, 2019, as reported in the issuer’s Form 10-Q for the quarterly period ended September 28, 2019, as filed with the SEC.

NAMES OF REPORTING PERSONS

3G C apital Partners LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

570,470,868*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

245,028,716*

   9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

570,470,868*

 10 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

 11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.7%**

 12 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

The reporting person may be deemed to have beneficial ownership of 245,028,716 shares of common stock as a result of the relationships described under Part 1 of Exhibit A to this Schedule 13G/A 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/A. Neither the filing of this Schedule 13G/A 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. This Schedule 13G/A is being filed to reflect the sale of shares of common stock in September 2019, which did not include any shares of common stock related to the original interest of the partners of 3G Capital Partners in 3G Global Food Holdings LP (or, indirectly, The Kraft Heinz Company).

Calculated based upon 1,221,160,646 shares of common stock outstanding as of October 26, 2019, as reported in the issuer’s Form 10-Q for the quarterly period ended September 28, 2019, as filed with the SEC.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.