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