The Kraft Heinz Company
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
500754106
|
(CUSIP Number)
|
December 31, 2015
|
(Date of Event which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☑
|
Rule 13d-1(d)
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CUSIP No.
|
500754106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
3G Global Food Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
293,536,058*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
51.0%†
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
500754106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
3G Global Food Holdings GP LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
293,536,058*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
51.0%†
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
500754106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
3G Capital Partners II LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
293,536,058*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
51.0%†
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
500754106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
3G Capital Partners Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
293,536,058*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
51.0%†
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
500754106
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
3G Capital Partners LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
293,536,058*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
618,978,210*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
51.0%†
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
PN
|
|
|
|||
|
|
(a)
|
Name of Issuer: The Kraft Heinz Company
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
One PPG Place
|
||
Pittsburgh, Pennsylvania 15222
|
(a)
|
Name of Person Filing:
|
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
|
(c)
|
Citizenship:
|
|
This Schedule 13G 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
|
The reporting persons have entered into a Joint Filing Agreement, dated February 16, 2016, pursuant to which the reporting persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
||
(d)
|
Title of Class of Securities: Common Stock
|
|
(e)
|
CUSIP Number: 500754106
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable
|
|
Item 4.
|
Ownership
|
(a)
|
Amount beneficially owned:
|
|
See the cover pages for each of the reporting persons.
|
||
(b)
|
Percent of class:
|
|
See the cover pages for each of the reporting persons.
|
||
(c)
|
Number of shares as to which such person has:
|
(i)
|
sole power to vote or to direct the vote
|
||
(ii)
|
shared power to vote or to direct the vote
|
(iii)
|
sole power to dispose or to direct the disposition of
|
||
(iv)
|
shared power to dispose or to direct the disposition of
|
See the cover pages for each of the reporting persons.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit A.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
|
|
Item 10.
|
Certification.
|
Not Applicable.
|
3G GLOBAL FOOD HOLDINGS LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G GLOBAL FOOD HOLDINGS GP LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS II LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS LTD.
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
(i)
|
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
|
|
(ii)
|
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.
|
3G GLOBAL FOOD HOLDINGS LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G GLOBAL FOOD HOLDINGS GP LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS II LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS LTD.
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||
3G CAPITAL PARTNERS LP
|
|||
Date: February 16, 2016
|
By:
|
/s/ Bernardo Piquet | |
Name: Bernardo Piquet | |||
Title: Director | |||