0001209191-13-037787.txt : 20130724 0001209191-13-037787.hdr.sgml : 20130724 20130724190444 ACCESSION NUMBER: 0001209191-13-037787 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130722 FILED AS OF DATE: 20130724 DATE AS OF CHANGE: 20130724 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ingersoll-Rand plc CENTRAL INDEX KEY: 0001466258 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 170/175 LAKEVIEW DRIVE STREET 2: AIRSIDE BUSINESS PARK, SWORDS, CITY: CO. DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 732-652-7000 MAIL ADDRESS: STREET 1: C/O INGERSOLL-RAND COMPANY STREET 2: ONE CENTENNIAL AVENUE CITY: PISCATAWAY STATE: NJ ZIP: 08855 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: 001-34400 FILM NUMBER: 13984606 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: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34400 FILM NUMBER: 13984607 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-07-22 0 0001466258 Ingersoll-Rand plc IR 0000928265 PELTZ NELSON 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 1 0 0 1 less than 10% owner Ordinary Shares 2013-07-22 4 X 0 420409 42.4889 A 13891077 I Please see explanation below Ordinary Shares 2013-07-22 4 S 0 420409 61.9941 D 13470668 I Please see explanation below Ordinary Shares 2013-07-22 4 X 0 10609 42.1184 A 13481277 I Please see explanation below Ordinary Shares 2013-07-22 4 S 0 10609 61.9941 D 13470668 I Please see explanation below Ordinary Shares 2013-07-22 4 S 0 15703 61.8213 D 13454965 I Please see explanation below Ordinary Shares 2013-07-22 4 S 0 11139 62.2379 D 13443826 I Please see explanation below Put/Call Option (right and obligation to buy) 42.4889 2013-07-22 4 X 0 420409 42.4889 D 2013-10-28 Ordinary Shares 420409 214846 I Please see explanation below Put/Call Option (right and obligation to buy) 42.1184 2013-07-22 4 X 0 10609 42.1184 D 2013-10-28 Ordinary Shares 10609 172992 I Please see explanation below Each of Trian Onshore, Trian Offshore and TPSIF (each as defined below and collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with two counterparties ("Counterparty 1" and "Counterparty 2") through which they acquired an economic interest in the indicated shares. In these transactions, simultaneously with the purchase of each call option from a counterparty, the Trian Option Holders also sold a put option to such counterparty for the same number of shares. (FN 1, contd.) Pursuant to the put option, if on the expiration date of the Options (which expiration date may be extended by Counterparty 1 or Counterparty 2, as applicable at its option, for 2 years or 18 months respectively, the "Expiration Date"), the exercise price per share of the call option were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), then the counterparty would be entitled to cause the applicable Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. (FN 2, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. As part of these transactions, the Trian Option Holders pay each counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread. Cash settled exercise of put/call options (right and obligation to buy). Upon the exercise of the call options, a corresponding number of put options held by the applicable counterparty automatically terminated. 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"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P., ("Trian ERISA"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian IR Holdco Ltd. ("IR Holdco"), Trian SPV (SUB) VI, L.P. ("SPV VI") and Trian SPV (SUB) VI-A, L.P. ("SPV VI-A" 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. (FN 5, contd.) 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. 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. 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 $61.51 to $61.995. The Reporting Person 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. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $62.00 to $62.94. The Reporting Person 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 2013-07-24 Stuart I. Rosen, Attorney-in-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P. 2013-07-24