| Item 1. | |
| (a) | Name of issuer:
Coca-Cola Europacific Partners plc |
| (b) | Address of issuer's principal executive offices:
Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G (this "Schedule 13G") relates to ordinary shares, nominal value (euro) 0.01 per share ("CCEP Shares") issued by Coca-Cola Europacific Partners ("CCEP"), formerly known as Coca-Cola European Partners plc. This Schedule 13G is filed on behalf of The Coca-Cola Company ("TCCC"), TCCC's direct wholly-owned subsidiary The Coca-Cola Export Corporation ("Export") and TCCC's indirect wholly-owned subsidiaries Atlantic Industries ("Atlantic") and European Refreshments Unlimited Company ("ER" and collectively with TCCC, Export and Atlantic, the "Reporting Persons").
This Schedule 13G is filed on behalf of the Reporting Persons with respect to CCEP Shares.
TCCC owns 100% of Export, which owns 100% of Atlantic. Atlantic owns 100% of ER. Because of the relationship between each of TCCC, Export and Atlantic with ER, each of TCCC, Export and Atlantic may be deemed to share beneficial ownership of the CCEP Shares held by ER.
The Reporting Persons have entered into a joint filing agreement in accordance with the provisions of Rule 13d-1(k)(1) under the the Securities Exchange Act of 1934, as amended (the "Act"), a copy of which is attached as Exhibit 1 hereto. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a "group" within the meaning of Section 13(d)(3) of the Act exists. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of TCCC and Export is:
One Coca-Cola Plaza
Atlanta, Georgia 30313
The principal business address of ER is:
Southgate, Dublin Road
Drogheda, County Meath, A92 YK7W, Ireland
The principal business address of Atlantic is:
c/o Maples Corporate Services Limited
South Church Street
George Town, Grand Cayman KY1-1104 |
| (c) | Citizenship:
See response to Item 4 of each of the cover pages. |
| (d) | Title of class of securities:
Ordinary shares of nominal value (euro) 0.01 per ordinary share |
| (e) | CUSIP No.:
G25839104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
78,972,727 |
| (b) | Percent of class:
17.1 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
78,972,727
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
78,972,727
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2(a). |
| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Certain indirect wholly-owned subsidiaries of TCCC, including ER (the "TCCC Parties"), have entered into a Shareholders' Agreement, dated as of May 28, 2016 (as may be supplemented and amended from time to time, the "Shareholders Agreement"), with CCEP and Olive Partners S.A. ("Olive"). The Shareholders Agreement provides for, among other things, certain transfer restrictions with respect to CCEP Shares held by the TCCC Parties and Olive and certain governance rights of the TCCC Parties and Olive.
Because of the relationship between the TCCC Parties and Olive as a result of the Shareholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own at December 31, 2016 (based on publicly available information) 254,079,627 CCEP Shares held in the aggregate by the TCCC Parties and Olive, or 52.6% of the total number of outstanding CCEP Shares (based on a total of approximately 483,076,396 CCEP Shares outstanding as of December 31, 2016, as reported on CCEP's Form 6-K filed with the Commission on January 3, 2017). Each Reporting Person and each TCCC Party disclaims beneficial ownership of any CCEP Shares held by Olive. Nothing contained herein shall be deemed to be an admission by the Reporting Persons that a "group" within the meaning of Section 13(d)(3) of the Act exists, and the Reporting Persons expressly disclaim membership in any such "group". |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)