FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Werneck Melissa
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 Chief People Ofcr
(Last)          (First)          (Middle)

C/O THE KRAFT HEINZ COMPANY, ONE PPG PLACE, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2022
(Street)

PITTSBURGH, PA 15222
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/1/2022  A  24597 (1)A$0 250669 D  
Common Stock 3/1/2022  A  6050 (2)A$0 256719 D  
Common Stock 3/1/2022  A  15512 (3)A$0 272231 D  
Common Stock 3/1/2022  A  15138 (4)A$0 287369 D  
Common Stock 3/1/2022  F  3365 (5)D$38.68 284004 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy) $38.68 3/1/2022  A   3025    3/1/2025 (6)3/1/2032 Common Stock 3025.0 $0 3025 D  

Explanation of Responses:
(1) Represents the number of shares earned under performance share units granted on March 2, 2020 for which the performance period was completed and achievement certified on August 16, 2021, which were inadvertently omitted from Ms. Werneck's Form 3 filed on January 31, 2022. These earned shares vest and settle in stock 50% on August 16, 2022 and 50% on August 16, 2023, subject to the terms and conditions of the applicable award agreement.
(2) Subject to the terms and conditions of the applicable award agreement, these restricted stock units are scheduled to settle in stock 100% on March 1, 2025.
(3) 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, 2025 and 25% on March 1, 2026.
(4) Represents the number of shares earned under performance share units granted on June 1, 2020 for which the first of two performance periods has been completed and achievement certified, and which earned units vest and settle with respect to 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, in each case subject to the terms and conditions of the applicable award agreement.
(5) Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
(6) Subject to the terms and conditions of the applicable award agreement, options vest 100% on March 1, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Werneck Melissa
C/O THE KRAFT HEINZ COMPANY
ONE PPG PLACE, SUITE 3200
PITTSBURGH, PA 15222


EVP & Global Chief People Ofcr

Signatures
/s/ Nicole Fritz, by Power of Attorney3/3/2022
**Signature of Reporting PersonDate


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 control number.
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