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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. 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)
EVP & Global CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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 03/01/2024 A 31,225(1) A $0 311,452(2) D
Common Stock 03/01/2024 A 29,230(3) A $0 340,682 D
Common Stock 03/01/2024 A 8,770(4) A $35.13 349,452 D
Common Stock 03/01/2024 A 5,123(5) A $0 354,575 D
Common Stock 03/01/2024 A 16,177(6) A $0 370,752 D
Common Stock 03/01/2024 F 22,685(7) D $35.13 348,067 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 75% on March 1, 2027 and 25% on March 1, 2028.
2. Includes an additional 3,005 shares acquired through a dividend reinvestment program.
3. Subject to the terms and conditions of the applicable award agreement, these restricted stock units awarded pursuant to the Issuer's Bonus Investment Plan are scheduled to settle in stock 100% on March 1, 2027.
4. Common stock issued pursuant to the compensation committee approved Issuer's Bonus Investment Plan.
5. Represents the number of shares earned under performance share units granted on March 1, 2021 for which the performance period has been completed and achievement certified, and 100% of which vest and settle in stock on March 1, 2024, subject to the terms and conditions of the applicable award agreement.
6. Represents the number of shares earned under performance share units granted on March 1, 2021 for which the performance period has been completed and achievement certified, and which vest and settle in stock as follows, subject to the terms and conditions of the applicable award agreement: 75% on March 1, 2024 and 25% on March 1, 2025.
7. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share units and restricted stock units.
Remarks:
/s/ Nicole Fritz by Power of Attorney 03/05/2024
** 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.
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