UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Campbell Soup Company

(Name of Issuer)

CAPITAL STOCK, $0.0375 PAR VALUE

(Title of Class of Securities)

134429109

(CUSIP Number)

George Strawbridge, Jr.

3801 Kennett Pike, Building B-100

Wilmington, DE 19807

(302) 571-8322

With a Copy to:

Barton J. Winokur, Esq.

Martin Nussbaum, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

(212) 698-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 134429109

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the capital stock, par value $0.0375 per share (the “Capital Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”) and amends the Schedule 13D filed on August 9, 2018 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed by George Strawbridge, Jr. (the “Reporting Person”) to amend Item 4, Item 6 and Item 7 as follows:   

Item 4 of the Original Schedule 13D is supplemented by adding the following information:

On September 7, 2018, Third Point LLC (the “Management Company”) and Daniel S. Loeb provided formal notice to the Issuer nominating each of the Reporting Person, Franci Blassberg, Matthew Cohen, Sarah Hofstetter, Munib Islam, Lawrence Karlson, Kurt Schmidt, David Silverman, Michael Silverstein, William Toler, Bozoma Saint John and Raymond Silcock for election to the Board at the Issuer’s 2018 annual meeting of stockholders.

Item 6 of the Original Schedule 13D is amended by adding the following:

The Reporting Person has entered into a nominee agreement with the Management Company (the “Nominee Agreement”) attached as Exhibit 99.2 to this Schedule 13D. Pursuant to the Nominee Agreement, the Management Company will indemnify the Reporting Person against certain potential liabilities that might arise in connection with the Reporting Person being named as a director nominee or as a participant in a proxy solicitation with the Management Company and related matters. Such indemnification provisions of the Nominee Agreement only cover the Reporting Person’s service as a nominee or as a participant in a proxy solicitation with the Management Company and not, if elected, as a director of the Issuer. The foregoing is qualified in its entirety by reference to the Nominee Agreement attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 7 of the Original Schedule 13D is amended by adding the following:

Exhibit 99.2 – Nominee Agreement between Third Point LLC and George Strawbridge.

Exhibit 99.3 – Power of Attorney.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 7, 2018

Exhibit 99.2

EXECUTION VERSION

Third Point LLC
390 Park Avenue, 19th Floor
New York, NY 10022

Date: September 6, 2018

Name: George Strawbridge, Jr. (“You”)

Wilmington, DE 19807

This will confirm our understanding as follows:

Based on our discussions to date, you have indicated that currently you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as a director of Campbell Soup Company (the “Company”) at the 2018 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders of the Company (collectively, the “Annual Meeting”).

In that regard, you have provided to Third Point LLC (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You represent and warrant that your responses to the questions contained therein are true and correct in all material respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen to be part of the Slate, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement to the extent required by the SEC or required in order to accelerate SEC review or action: “George Strawbridge, Jr. acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in the applicable filing, (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask for, and you agree to provide, reasonable cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. Except as otherwise provided herein, you shall bear your own expenses in connection with serving as a nominee on the Slate.

The Nominating Stockholder hereby agrees that, in the event that you actually serve on the Slate (which, for the avoidance of doubt, will be deemed to have occurred on the first instance that we, directly or indirectly, disclose your name as a nominee on the Slate to the Company, in an SEC filing or otherwise publicly), in addition to any rights you may have under applicable law, the Nominating Stockholder will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) in connection with your role as a nominee for director of the Company on the Slate or as a participant in a proxy solicitation with the Nominating Stockholder, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but, in each case, only for events which occur at or prior to such election, withdrawal or removal and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the Nominating Stockholder is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting or special meeting, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate or due to actions taken by, or in reliance upon the advice of, or at the direction of, the Nominating Stockholder or its counsel; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or its affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify the Nominating Stockholder in the event of any third-party claims actually made against you or known by you to be threatened; provided, however, that any failure by you to notify the Nominating Stockholder of any claim shall not relieve the Nominating Stockholder of any liability which the Nominating Stockholder may have to you except to the extent that any such delay in giving or failing to give notice as required prejudices the defense of such claim. In addition, with respect to any such claim which includes any other members of the Slate and/or the Nominating Stockholder, the Nominating Stockholder shall be entitled to control your defense with counsel chosen by the Nominating Stockholder and approved by you (such approval not to be unreasonably withheld, conditioned or delayed) unless you reasonably object to the Nominating Stockholder controlling the defense on the ground that separate counsel is necessary or advisable due to a conflict of interest, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by the Nominating Stockholder. In the event that the Nominating Stockholder controls your defense, it shall advise you of the progress thereof and all significant actions proposed. You shall have the right to employ a separate counsel, at your own cost, when the Nominating Stockholder is controlling the defense. The Nominating Stockholder shall not be responsible for any settlement of any claim against you covered by this indemnity without the prior written consent of the Nominating Stockholder, which shall not be unreasonably withheld, conditioned or delayed. However, the Nominating Stockholder may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, (ii) no requirement that you refrain from any specified activity, (iii) an unconditional release of you from any and all liability in respect of such claim and (iv) does not otherwise impose any obligations, burdens or restrictions of a material nature upon you. In the event of litigation relating to this agreement, (including any action to enforce the obligations of the Nominating Stockholder under this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement) the non-prevailing party will reimburse the prevailing party for the reasonable and documented expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually incurred by the prevailing party in connection with such action.

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, which may be delivered by facsimile or electronic mail transmission, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

This agreement shall become binding only upon the execution and delivery thereof by both parties hereto.

[Signature page follows]

Should the foregoing agree with your understanding, please so indicate in the space provided below.

Agreed to and Accepted as of the date first above written:

/s/ George Strawbridge, Jr.

Name: George Strawbridge, Jr.

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A
PROXY STATEMENT OR SOLICITATION STATEMENT AND TO SERVE AS A DIRECTOR

I, George Strawbridge, Jr., hereby consent to being named as a nominee for the Board of Directors of Campbell Soup Company (the “Company”) with any proxy or solicitation statement issued relating to the election of directors of the Company, at any Annual Meeting of Stockholders or otherwise. I hereby certify I will serve as a director of the Company if so elected.

Dated as of: September 6, 2018

/s/ George Strawbridge, Jr.
Name: George Strawbridge, Jr.

Exhibit 99.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Barton J. Winokur, Martin Nussbaum and Derek M. Winokur, or any of them, the undersigned’s true and lawful attorney-in-fact to take certain actions in connection with (i) the undersigned’s beneficial ownership of, or participation in a group (the “Group”) with Third Point LLC with respect to, securities of Campbell Soup Company (the “Company”) directly or indirectly beneficially owned by the undersigned and (ii) any proxy solicitation of the Group to elect the Group’s slate (the “Slate”) of director nominees to the board of directors of the Company at the next meeting of the shareholders of the Company called for the purpose of electing at least a majority of the directors and any special meeting of shareholders called for the purpose of electing directors before such meeting, and any adjournments or postponements thereof (the “Solicitation”). Such actions shall be limited to:

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the undersigned or the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in the Group with respect to, securities of the Company or the Solicitation;

2.                  executing for and on behalf of the undersigned any Schedule 14A, and amendments thereto or other soliciting materials in connection therewith, filed by the undersigned or the Group that are required to be filed under Section 14 of the Exchange Act and the rules thereunder, including Regulation 14A under the Exchange Act, in connection with the undersigned’s participation in the Group or the Solicitation;     

3.                  performing any and all acts, and executing any documents, for and on behalf of the undersigned in connection with or arising under that certain agreement, dated as of August 9, 2018, by and between Third Point LLC and the undersigned pursuant to which the undersigned agreed to be a member of the Group; and

4.                  executing for and on behalf of the undersigned any nominee agreement, written consent of nominee to be named on a proxy statement or solicitation statement and to serve as a director, or similar documents in connection with the undersigned’s participation in the Slate or the Solicitation, and any other documents related to any of the foregoing;

5.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority in connection with the foregoing.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act. Notwithstanding the foregoing, nothing herein shall obligate the undersigned to file any documents jointly as part of the Group.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of September, 2018.