SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Maciel Andre

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

(Street)
PITTSBURGH PA 15222

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022
3. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Global CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 289,421(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) 08/20/2020(4) 08/20/2025 Common Stock 26,937 74.25 D
Stock Options (right to buy) 03/01/2021(5) 03/01/2026 Common Stock 19,315 77.66 D
Stock Options (right to buy) 08/16/2022(6) 08/16/2029 Common Stock 39,355 25.41 D
Stock Options (right to buy) 03/01/2024(7) 03/01/2031 Common Stock 2,565 37.09 D
Stock Options (right to buy) 03/01/2025(8) 03/01/2032 Common Stock 2,586 38.68 D
Explanation of Responses:
1. Includes: (i) 21,334 shares of common stock; (ii) 13,766 shares acquired through a dividend reinvestment program; (iii) 13,455 restricted stock units ("RSUs") awarded on March 1, 2018 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2023; (iv) 31,484 shares earned under performance share units ("PSUs") granted on August 16, 2019 for which the performance period has been completed and achievement certified, and which earned units are scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (v) 5,904 RSUs awarded on August 16, 2019 and scheduled to settle in stock 100% on August 16, 2022; (vi) 47,226 restricted stock units awarded on August 16, 2019 and scheduled to settle in stock 50% on August 16, 2022 and 50% on August 16, 2023; (vii) 20,933 RSUs awarded on March 2, 2020 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 2, 2023;
2. (continued from footnote 1) (viii) 15,138 shares earned under PSUs granted on June 1, 2020 for which the first of two performance periods has been completed and achievement certified, and which earned units are scheduled to vest and settle in stock 50% of the earned shares on June 1, 2022, and the remaining 50% of the earned shares in two equal installments on June 1, 2023 and June 1, 2024; (ix) 15,615 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022 and 50% on June 1, 2023; (x) 32,874 RSUs awarded on June 1, 2020 and scheduled to settle in stock 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024; (xi) 5,123 RSUs awarded on March 1, 2021 and scheduled to settle in stock 100% on March 1, 2024; (xii) 16,689 RSUs awarded on March 1, 2021 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2024;
3. (continued from footnote 2) (xiii) 10,785 RSUs awarded on March 1, 2021 and schedule to settle in stock 75% on March 1, 2024 and 25% on March 1, 2025; (xiv) 5,171 RSUs awarded on March 1, 2022 and scheduled to settle in stock 100% on March 1, 2025; (xv) 20,683 RSUs awarded on March 1, 2022 and scheduled to settle in stock 75% on March 1, 2025 and 25% on March 1, 2026; and (xvi) 13,241 RSUs awarded on March 1, 2022 pursuant to the Issuer's Bonus Swap Program and scheduled to settle in stock 100% on March 1, 2025. The PSUs and RSUs are subject to the terms and conditions of the applicable award agreements.
4. Subject to the terms and conditions of the applicable award agreement, options vested 100% on August 20, 2020.
5. Subject to the terms and conditions of the applicable award agreement, options vested 100% on March 1, 2021.
6. Subject to the terms and conditions of the applicable award agreement, options vest 100% on August 16, 2022.
7. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2024.
8. Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2025.
Remarks:
/s/ Nicole Fritz, as Power of Attorney 03/14/2022
** 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 5 (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.
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
 each of Rashida La Lande, Heidi Miller, and Nicole Fritz, 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, as amended (the "Exchange Act"), 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
(each a "Form" and, collectively, the "Forms" (in accordance with Section 16(a)
of the Exchange Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form, complete
and execute any amednment 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
that, 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 discrection.
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 persoanlly present, with full power of subsitution 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 Exchange Act.
This Power of Attorney revokes all prior Powers of Attorney relating to reporting
under Section 16 and shall remain in full force and effect until the undersigned
is no longer required to file Forms 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 Company's Corporate
Secretary or Assistant Corporate Secretary.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this
3rd day of February 2022.

/s/ Andre Maciel
Name: Andre Maciel