SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Drevon Pedro

(Last) (First) (Middle)
THE KRAFT HEINZ COMPANY
ONE PPG PLACE, SUITE 3200

(Street)
PITTSBURGH PA 15222

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Zone President, Latin America
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/16/2019 A 49,194(1) A $0.00 71,096(2) D
Common Stock 08/16/2019 A 16,544(3) A $0.00 87,640 D
Common Stock 08/16/2019 A 7,560(4) A $0.00 95,200 D
Common Stock 08/16/2019 A 2,646(5) A $25.41 97,846 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Subject to the terms and conditions of the applicable award agreement, these restricted stock units are scheduled to settle in stock as follows: 50% on the second anniversary of the grant date, 25% on the third anniversary of the grant date and the remaining 25% on the fourth anniversary of the grant date.
2. This total number includes 166 dividend equivalents that accrued under a dividend reinvestment program on restricted stock units granted pursuant to the Issuer's Bonus Swap Program.
3. Subject to the terms and conditions of the applicable award agreement, these restricted stock units are scheduled to settle in stock as follows: 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date.
4. Subject to the terms and conditions of the applicable award agreement, these restricted stock units awarded pursuant to the Issuer's Bonus Swap Program are scheduled to cliff vest and settle in stock on March 1, 2024.
5. Common stock acquired directly from the Issuer pursuant to the compensation committee approved Issuer's Bonus Swap Program.
Remarks:
/s/ Rashida La Lande, by Power of Attorney 08/20/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Rashida La Lande, Prasanth Akkapeddi and person holding the title of
Assistant Corporate Secretary of The Kraft Heinz Company signing singly, the
undersigned's true and lawful attorney-in-fact to:

        (1)  prepare, execute in the undersigned's name and on the undersigned's
             behalf, and submit to the U.S. Securities and Exchange Commission
             (the "SEC") a Form ID, including amendments thereto,  and any other
             documents  necessary  or appropriate  to obtain  codes  and
             passwords enabling the undersigned to make electronic filings with
             the SEC of reports required by Section 16(a) of the Securities
             Exchange Act of 1934 or any rule or regulation of the SEC;

        (2)  execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer of The Kraft Heinz Company (the "Company"),
             Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
             Exchange Act of 1934 and the rules thereunder;

        (3)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4 or 5, complete and execute any amendment
             or amendments  thereto, and timely  file such form
  with the SEC
             and any stock exchange or similar authority; and

        (4)  take any other action of any type whatsoever in connection  with
             the foregoing which, in the opinion of such attorney-in-fact, may
             be of benefit to, in the best interest of, or legally required by,
             the undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions  as such attorney-in-fact  may approve  in
             such attorney-in-fact's  discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned  might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done  by virtue  of this Power  of Attorney  and the rights and  powers
herein  granted. The undersigned acknowledges  that  the  foregoing  attorneys-
in-fact, in serving in  such capacity at the request of the undersigned, are not
assuming,  nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

This Power of Attorney shall remain in full force and effect until the
undersigned  is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

This Power of Attorney revokes all prior Powers of Attorney relating to
reporting under Section 16 of the Securities Exchange Act of 1934 of the
Company's securities and shall remain in effect until revoked by a subsequently
filed instrument.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of August, 2019.

                                      /s/ Pedro Drevon
                               ---------------------------------------
                                          Pedro Drevon