-----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, FHGraO9z7V+79zOcHCouhIG2/iFpvn1LGTk3Bw1YkhYqqp+PrPhIxtHidjV+lLQI f24dhYuZ2iQ38G1Fo67UoQ== 0001209191-08-056382.txt : 20081014 0001209191-08-056382.hdr.sgml : 20081013 20081014184409 ACCESSION NUMBER: 0001209191-08-056382 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081010 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRIAN ACQUISITION I CORP. CENTRAL INDEX KEY: 0001415581 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 261252336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY PETER W CENTRAL INDEX KEY: 0000928264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33920 FILM NUMBER: 081123658 BUSINESS ADDRESS: BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-10-10 0 0001415581 TRIAN ACQUISITION I CORP. TUX 0000928264 MAY PETER W C/O TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 1 1 0 Vice Chairman Common Stock, $0.0001 par value 2008-10-10 4 P 0 350000 8.55 A 2399100 I Please see explanation below Common Stock, $0.0001 par value 2008-10-10 4 P 0 188000 A 2587100 I Please see explanation below Common Stock, $0.0001 par value 2008-10-13 4 P 0 991300 8.699 A 3578400 I Please see explanation below Common Stock, $0.0001 par value 2008-10-13 4 P 0 390000 A 3968400 I Please see explanation below Common Stock, $0.0001 par value 2008-10-14 4 P 0 1300000 8.70 A 5268400 I Please see explanation below Common Stock, $0.0001 par value 2008-10-14 4 P 0 150000 A 5418400 I Please see explanation below Common Stock, $0.0001 par value 21106667 I Held by Trian Acquisition I, LLC Warrants (right to buy) 7.00 2008-10-10 4 P 0 188000 A 2013-01-23 Common Stock 188000 188000 I Please see explanation below Warrants (right to buy) 7.00 2008-10-10 4 P 0 67000 0.2516 A 2013-01-23 Common Stock 67000 255000 I Please see explanation below Warrants (right to buy) 7.00 2008-10-13 4 P 0 390000 A 2013-01-23 Common Stock 390000 645000 I Please see explanation below Warrants (right to buy) 7.00 2008-10-13 4 P 0 259000 0.2903 A 2013-01-23 Common Stock 259000 904000 I Please see explanation below Warrants (right to buy) 7.00 2008-10-14 4 P 0 150000 A 2013-01-23 Common Stock 150000 1054000 I Please see explanation below Warrants (right to buy) 7.00 2008-10-14 4 P 0 90600 0.26 A 2013-01-23 Common Stock 90600 1144600 I Please see explanation below Warrants (right to buy) 7.00 2013-01-23 Common Stock 33000000 33000000 I Held by Trian Acquisition I, LLC 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 1, 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. May is a managing 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 2, contd.) Accordingly, Mr. May 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. Mr. May 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 Mr. May is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The reported securities are included within 188,000 Units, each Unit (a "Unit") consisting of one share of the Issuer's common stock and one warrant (a "Warrant") to purchase one share of the Issuer's common stock at a price of $7.00. Each such Unit was purchased for $8.80. The price shown in Column 4 of Table I is a weighted average purchase price. The price range for the purchases is $8.66 to $8.70. The reporting person undertakes 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 purchased at each separate price. The reported securities are included within 390,000 Units, each of which was purchased for $8.90. The reported securities are included within 150,000 Units, each of which was purchased for $8.90. Mr. May is a member of Trian Acquisition I, LLC ("Trian") and may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities beneficially owned by Trian. Mr. May 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 Mr. May is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each Warrant will become exercisable only on the later of (i) the consummation of the Issuer's business combination with one or more target businesses or (ii) January 23, 2009. The price shown in Column 8 of Table II is a weighted average purchase price. The price range for the purchases is $0.23 to $0.28. The reporting person undertakes 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 Warrants purchased at each separate price. The price shown in Column 8 of Table II is a weighted average purchase price. The price range for the purchases is $0.25 to $0.30. The reporting person undertakes 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 Warrants purchased at each separate price. Peter W. May 2008-10-14 -----END PRIVACY-ENHANCED MESSAGE-----