Sec Form 13G Filing - 3G Global Food Holdings LP filing for KRAFT HEINZ CO COM (KHC) - 2022-02-14

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 disclosures provided in a prior cover page.

3G Global Food Holdings LP

(a)  ☒            (b)  ☐

Cayman Islands

Sole Voting Power

0

Shared Voting Power

510,704,853⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

185,262,701⁽¹⁾

510,704,853⁽¹⁾

☐

41.72%⁽²⁾

PN

The reporting person may be deemed to have beneficial ownership of 185,262,701 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 Amendment No. 5 (“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.

Calculated based upon 1,224,042,461 shares of common stock outstanding as of November 17, 2021, as reported in the issuer’s Prospectus Supplement dated November 19, 2021, as filed with the Securities and Exchange Commission (“SEC”).

3G Global Food Holdings GP LP

(a)  ☒            (b)  ☐

Cayman Islands

Sole Voting Power

0

Shared Voting Power

510,704,853⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

185,262,701⁽¹⁾

510,704,853⁽¹⁾

☐

41.72%⁽²⁾

PN

The reporting person may be deemed to have beneficial ownership of 185,262,701 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.

Calculated based upon 1,224,042,461 shares of common stock outstanding as of November 17, 2021, as reported in the issuer’s Prospectus Supplement dated November 19, 2021, as filed with the SEC.

3G Capital Partners II LP

(a)  ☒            (b)  ☐

Cayman Islands

Sole Voting Power

0

Shared Voting Power

510,704,853⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

185,262,701⁽¹⁾

510,704,853⁽¹⁾

☐

41.72%⁽²⁾

PN

The reporting person may be deemed to have beneficial ownership of 185,262,701 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.

Calculated based upon 1,224,042,461 shares of common stock outstanding as of November 17, 2021, as reported in the issuer’s Prospectus Supplement dated November 19, 2021, as filed with the SEC.

3G Capital Partners Ltd.

(a)  ☒            (b)  ☐

Cayman Islands

Sole Voting Power

0

Shared Voting Power

510,704,853⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

185,262,701⁽¹⁾

510,704,853⁽¹⁾

☐

41.72%⁽²⁾

CO

The reporting person may be deemed to have beneficial ownership of 185,262,701 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.

Calculated based upon 1,224,042,461 shares of common stock outstanding as of November 17, 2021, as reported in the issuer’s Prospectus Supplement dated November 19, 2021, as filed with the SEC.

3G Capital Partners LP

(a)  ☒            (b)  ☐

Cayman Islands

Sole Voting Power

0

Shared Voting Power

510,704,853⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

185,262,701⁽¹⁾

510,704,853⁽¹⁾

☐

41.72%⁽²⁾

PN

The reporting person may be deemed to have beneficial ownership of 185,262,701 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.

Calculated based upon 1,224,042,461 shares of common stock outstanding as of November 17, 2021, as reported in the issuer’s Prospectus Supplement dated November 19, 2021, as filed with the SEC.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Name, Address and Citizenship of Persons Filing

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting 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

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

Exhibit A

Exhibit B