UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

 

 

The Kraft-Heinz Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

500754106

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ 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 the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


 1.   

 Names of Reporting Persons

 

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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person (See Instructions)

 

PN


 1.   

 Names of Reporting Persons

 

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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person (See Instructions)

 

PN


 1.   

 Names of Reporting Persons

 

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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person (See Instructions)

 

PN


 1.   

 Names of Reporting Persons

 

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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person (See Instructions)

 

CO


 1.   

 Names of Reporting Persons

 

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

 

0

   7.  

 Sole Dispositive Power

 

0

   8.  

 Shared Dispositive Power

 

0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

10.  

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

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 0%

12.  

 Type of Reporting Person (See Instructions)

 

PN


Item 1(a).

Name of Issuer:

 

The Kraft-Heinz Company (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

One PPG Place

Pittsburgh, Pennsylvania 15222

 

Item 2(a-c).

Names of Persons Filing:

 

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

 

Item 2(d).

Title of Class of Securities:

 

Common Stock

 

Item 2(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(n):

 

Not Applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses 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.

 

This Schedule 13G reflects the ownership by the reporting entity following its final distribution to its underlying investors.


Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

 

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.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024

 

3G GLOBAL FOOD HOLDINGS LP

3G GLOBAL FOOD HOLDINGS GP LP

3G CAPITAL PARTNERS II LP

3G CAPITAL PARTNERS LTD.

3G CAPITAL PARTNERS LP

By:

 

/s/ Flavio Montini

Name:

 

Flavio Montini

Title:

 

Director

EXHIBIT B

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common shares, par value $0.0001 per share, of The Kraft-Heinz Company (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 14, 2024

 

3G GLOBAL FOOD HOLDINGS LP

3G GLOBAL FOOD HOLDINGS GP LP

3G CAPITAL PARTNERS II LP

3G CAPITAL PARTNERS LTD.

3G CAPITAL PARTNERS LP

By:

 

/s/ Flavio Montini

Name:

 

Flavio Montini

Title:

 

Director


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