0001209191-12-015136.txt : 20120302
0001209191-12-015136.hdr.sgml : 20120302
20120302164420
ACCESSION NUMBER: 0001209191-12-015136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120229
FILED AS OF DATE: 20120302
DATE AS OF CHANGE: 20120302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PELTZ NELSON
CENTRAL INDEX KEY: 0000928265
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03385
FILM NUMBER: 12663496
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: NELSON PELTZ
DATE OF NAME CHANGE: 19940810
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HEINZ H J CO
CENTRAL INDEX KEY: 0000046640
STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030]
IRS NUMBER: 250542520
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 1 PPG PLACE
STREET 2: SUITE 3100
CITY: PITTSBURGH
STATE: PA
ZIP: 15222-5448
BUSINESS PHONE: 4124565700
MAIL ADDRESS:
STREET 1: P O BOX 57
STREET 2: P O BOX 57
CITY: PITTSBURGH
STATE: PA
ZIP: 15230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Fund Management, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03385
FILM NUMBER: 12663495
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2012-02-29
0
0000046640
HEINZ H J CO
HNZ
0000928265
PELTZ NELSON
280 PARK AVENUE
NEW YORK
NY
10017
1
0
0
0
0001345471
Trian Fund Management, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
1
0
0
1
less than 10% owner
Common Stock, $.25 Par Value
2012-02-29
4
S
0
106300
53.0236
D
731584
I
Please see explanation below
Common Stock, $.25 Par Value
2012-03-01
4
S
0
6700
52.9757
D
724884
I
Please see explanation below
Common Stock, $.25 Par Value
3250
D
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.00 to $53.11. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP") and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP.
(FN 2, contd.) Accordingly, Mr. Peltz 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 Trian Entities and Trian GP. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests 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. Mr. Peltz is a director of the Issuer.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $52.92 to $53.00. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz
2012-03-02
By: Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.
2012-03-02