Sec Form 13G Filing - 3G Global Food Holdings LP filing for Kraft Heinz Co (KHC) - 2023-02-14

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.

  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

  422,638,049⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,195,897⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  422,638,049⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  34.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

The reporting person may be deemed to have beneficial ownership of 97,195,897 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 (i) the Reporting Persons’ beneficial ownership as of February 14, 2023 (which is unchanged from such ownership as of December 31, 2022) and (ii) 1,224,930,164 shares of common stock outstanding as of October 22, 2022, as reported in the issuer’s Form 10-Q dated October 27, 2022, 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

  422,638,049⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,195,897⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  422,638,049⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  34.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

The reporting person may be deemed to have beneficial ownership of 97,1 95,897 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 (i) the Reporting Persons’ beneficial ownership as of February 14, 2023 (which is unchanged from such ownership as of December 31, 2022) and (ii) 1,224,930,164 shares of common stock outstanding as of October 22, 2022, as reported in the issuer’s Form 10-Q dated October 27, 2022, 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

  422,638,049⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,195,897⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  422,638,049⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  34.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

The reporting person may be deemed to have beneficial ownership of 97,195,897 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 (i) the Reporting Persons’ beneficial ownership as of February 14, 2023 (which is unchanged from such ownership as of December 31, 2022) and (ii) 1,224,930,164 shares of common stock outstanding as of October 22, 2022, as reported in the issuer’s Form 10-Q dated October 27, 2022, 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

  422,638,049⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,195,897⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  422,638,049⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  34.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

The reporting person may be deemed to have beneficial ownership of 97,195,897 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 (i) the Reporting Persons’ beneficial ownership as of February 14, 2023 (which is unchanged from such ownership as of December 31, 2022) and (ii) 1,224,930,164 shares of common stock outstanding as of October 22, 2022, as reported in the issuer’s Form 10-Q dated October 27, 2022, as filed with the SEC.

  Names of Reporting Persons

  3G Capital 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

  422,638,049⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  97,195,897⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  422,638,049⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  34.5%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

The reporting person may be deemed to have beneficial ownership of 97,195,897 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 (i) the Reporting Persons’ beneficial ownership as of February 14, 2023 (which is unchanged from such ownership as of December 31, 2022) and (ii) 1,224,930,164 shares of common stock outstanding as of October 22, 2022, as reported in the issuer’s Form 10-Q dated October 27, 2022, as filed with the SEC.

One PPG Place

Pittsburgh, Pennsylvania 15222

This Schedule 13G/A is being filed jointly on behalf of the following reporting persons: (i) 3G Global Food Holdings LP, a Cayman Islands limited partnership, (ii) 3G Global Food Holdings GP LP, a Cayman Islands limited partnership, (iii) 3G Capital Partners II LP, a Cayman Islands limited partnership, (iv) 3G Capital Partners Ltd., a Cayman Islands exempted company, and (v) 3G Capital Partners LP, a Cayman Islands limited partnership.

The address of the principal business office of the reporting persons is:

c/o 3G Capital Inc.

600 Third Avenue, 37th Floor

New York, NY 10016

Ownership

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.