-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HyQ+Y8gcGadQzfs5eF45JRodnu+p1Tv8OAt829kRaMkTxlibDhqwy+2medRY+crs 54CJpwoOjvsQ2Ala66vNrA== 0001209191-09-002440.txt : 20090108 0001209191-09-002440.hdr.sgml : 20090108 20090108165332 ACCESSION NUMBER: 0001209191-09-002440 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chemtura CORP CENTRAL INDEX KEY: 0001091862 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 522183153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BENSON ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06749 BUSINESS PHONE: 2035732000 MAIL ADDRESS: STREET 1: BENSON ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06749 FORMER COMPANY: FORMER CONFORMED NAME: CROMPTON CORP DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CK WITCO CORP DATE OF NAME CHANGE: 19990727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Fund Management, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15339 FILM NUMBER: 09516196 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARDEN EDWARD P CENTRAL INDEX KEY: 0001257864 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15339 FILM NUMBER: 09516197 BUSINESS ADDRESS: STREET 1: C/OO TRIARC COMPANIES INC STREET 2: 280 PARK AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513075 MAIL ADDRESS: STREET 1: C/O TRIAN FUND MANAGEMENT, L.P. STREET 2: 280 PARK AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10017 5 1 doc5.xml FORM 5 SUBMISSION X0303 5 2008-12-31 0 0 0 0001091862 Chemtura CORP CEM 0001257864 GARDEN EDWARD P C/O TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 0 1 less than 10% owner Common Stock, $0.01 par value 2008-03-07 5 A 0 41 A 15006 I Restricted Stock Account Common Stock, $0.01 par value 2008-06-20 5 A 0 90 A 15096 I Restricted Stock Account Common Stock, $0.01 par value 2008-09-02 5 A 0 113 A 15209 I Restricted Stock Account Common Stock, $0.01 par value 10330538 I Please see explanation below Edward P. Garden receives restricted stock units (RSUs) in lieu of receiving a portion of his cash compensation for service as a member of the Board of Directors. Mr. Garden received these additional RSUs in lieu of receiving a cash dividend on previoulsy received RSUs. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. Mr. Garden is a member of each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. (FN 3, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities, the Trian Entities and the Separate Account. Mr. Garden disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Edward P. Garden 2009-01-08 Peter W. May, member of the general partner of Trian Fund Management, L.P. 2009-01-08 -----END PRIVACY-ENHANCED MESSAGE-----