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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/16/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 317540 |
| Issuer Name: Coca-Cola Consolidated, Inc. |
| Issuer Trading Symbol: COKE |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1222737 |
| | Owner Name: HARRISON J FRANK III |
| Reporting Owner Address: |
| | Owner Street 1: 4100 COCA-COLA PLAZA |
| | Owner Street 2: |
| | Owner City: CHARLOTTE |
| | Owner State: NC |
| | Owner ZIP Code: 28211 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Chairman and CEO |
Aff 10b5 One: 0 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 10/2/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,278.0574 |
| | | Transaction Price Per Share: |
| Value: 2,000,000.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 390,620 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 13,458.0309 |
| | | Transaction Price Per Share: |
| Value: 6,780,000.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 390,620 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 942.9567 |
| | | Transaction Price Per Share: |
| Value: 475,000.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 390,620 |
| Footnote ID: F7 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 535,178 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F8 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 78,596 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F9 |
Footnotes: |
| Footnote - F1: Class B Common Stock is convertible into Common Stock, on a share-for-share basis, at any time at the option of the holder. |
| Footnote - F2: Immediately. |
| Footnote - F3: None. |
| Footnote - F4: Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to the Anne Lupton Carter Trust f/b/o J. Frank Harrison, III. The transfer represented a 1.3512% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The transfer constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| Footnote - F5: Such shares are held directly by the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| Footnote - F6: Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to the Anne Lupton Carter Trust f/b/o J. Frank Harrison, III. The transfer represented a 3.4453% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The transfer constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| Footnote - F7: Represents a transfer of limited liability company interests in the JFH3 Holdings LLC to The J. Frank Harrison, III 2021 Family Trust dated October 8, 2021. The transfer represented a 0.2414% interest in the JFH3 Holdings LLC, a limited liability company of which the reporting person is the sole manager. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| Footnote - F8: Such shares are held directly by the JFH Family Limited Partnership-FH1 (the "Family LP"). The JFH III Harrison Family LLC (the "Family LLC") holds the general partnership interest in the Family LP. Trusts, of which the reporting person is a co-trustee and beneficiary, hold limited partnership interests in the Family LP and membership interests in the Family LLC. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein. |
| Footnote - F9: Such shares are held directly by a trust of which the reporting person is a co-trustee and beneficiary. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ J. Frank Harrison, III |
| Signature Date: 2/20/24 |