FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Asher Chris
2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2024
3. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [KHC]
(Last)
(First)
(Middle)
C/O THE KRAFT HEINZ COMPANY, ONE PPG PLACE, SUITE 3200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Deputy Global Controller (PAO)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

PITTSBURGH, PA 15222
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 53,026 (1) (2)
D
 
Common Stock 2,525
I
By IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) 03/01/2024(3) 03/01/2031 Common Stock 561 $ 37.09 D  
Stock Options (right to buy) 03/01/2025(4) 03/01/2032 Common Stock 724 $ 38.68 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Asher Chris
C/O THE KRAFT HEINZ COMPANY
ONE PPG PLACE, SUITE 3200
PITTSBURGH, PA 15222
      Deputy Global Controller (PAO)  

Signatures

/s/ Nicole Fritz by Power of Attorney 03/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes: (i) 27,061 shares of common stock; (ii) 1,218 shares acquired through a dividend reinvestment program; (iii) 2,466 restricted stock units ("RSUs") awarded on June 1, 2020, scheduled to vest 100% on June 1, 2024; (iv) 1,448 RSUs awarded on March 1, 2022, scheduled to vest 100% on March 1, 2025; (v) 1,554 RSUs awarded on March 1, 2022 pursuant to the Issuer's Bonus Investment Plan, scheduled to vest 100% on March 1, 2025; (vi) 2,586 RSUs awarded on March 1, 2022, scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026; (vii) 3,048 RSUs awarded on March 1, 2023, scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027; (viii) 3,603 RSUs awarded on March 1, 2023 pursuant to the Issuer's Bonus Investment Plan scheduled to vest 100% on March 1, 2026; (ix) 3,545 RSUs awarded on March 1, 2024, scheduled to vest 75% on March 1, 2027 and 25% on March 1, 2028
(2) [continued from footnote 1] (x) 4,853 RSUs awarded on March 1, 2024 pursuant to the Issuer's Bonus Investment Plan, scheduled to vest 100% on March 1, 2027; and (xi) 1,644 Performance Share Units granted on June 1, 2020 for which the performance period has been completed and achievement certified, and which vest and settle in stock 100% on June 1, 2024.
(3) Options vest 100% on March 1, 2024, subject to the terms and conditions of the stock option award agreement.
(4) Options vest 100% on March 1, 2025, subject to the terms and conditions of the stock option award agreement.

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