0001209191-15-069245.txt : 20150902 0001209191-15-069245.hdr.sgml : 20150902 20150902200755 ACCESSION NUMBER: 0001209191-15-069245 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150831 FILED AS OF DATE: 20150902 DATE AS OF CHANGE: 20150902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0628 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-584-1390 MAIL ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 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: 001-06544 FILM NUMBER: 151090549 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 FORMER NAME: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 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: 001-06544 FILM NUMBER: 151090550 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR 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 2015-08-31 0 0000096021 SYSCO CORP SYY 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 0 Common Stock 2015-08-31 4 X 0 259510 37.0035 A 23062994 I Please see explanation below Common Stock 2015-08-31 4 X 0 289226 37.0715 A 23352220 I Please see explanation below Common Stock 2015-08-31 4 X 0 138695 37.1412 A 23490915 I Please see explanation below Common Stock 2015-08-31 4 X 0 554778 37.0962 A 24045693 I Please see explanation below Common Stock 2015-08-31 4 X 0 197692 36.9221 A 24243385 I Please see explanation below Common Stock 2015-08-31 4 X 0 288474 36.886 A 24531859 I Please see explanation below Common Stock 2015-08-31 4 X 0 100319 37.1256 A 24632178 I Please see explanation below Common Stock 2015-08-31 4 X 0 211243 37.0773 A 24843421 I Please see explanation below Common Stock 2015-08-31 4 X 0 500 37.3441 A 24843921 I Please see explanation below Common Stock 2015-08-31 4 X 0 1237653 38.3402 A 26081574 I Please see explanation below Common Stock 2015-08-31 4 X 0 1000000 38.2129 A 27081574 I Please see explanation below Common Stock 2015-08-31 4 X 0 539583 38.1204 A 27621157 I Please see explanation below Common Stock 2015-08-31 4 X 0 2089221 37.461 A 29710378 I Please see explanation below Common Stock 2015-08-31 4 X 0 3071665 36.2932 A 32782043 I Please see explanation below Common Stock 2015-08-31 4 X 0 497642 36.1145 A 33279685 I Please see explanation below Common Stock 2015-08-31 4 X 0 559541 35.9908 A 33839226 I Please see explanation below Common Stock 2015-08-31 4 X 0 707722 35.8267 A 34546948 I Please see explanation below Common Stock 2015-08-31 4 X 0 143407 35.8407 A 34690355 I Please see explanation below Common Stock 2015-08-31 4 X 0 134621 36.2137 A 34824976 I Please see explanation below Common Stock 2015-08-31 4 X 0 53394 36.3097 A 34878370 I Please see explanation below Common Stock 2015-08-31 4 X 0 881151 36.2569 A 35759521 I Please see explanation below Common Stock 2015-08-31 4 X 0 631000 36.0718 A 36390521 I Please see explanation below Common Stock 2015-08-31 4 X 0 808356 35.7662 A 37198877 I Please see explanation below Common Stock 2015-08-31 4 X 0 700000 35.9128 A 37898877 I Please see explanation below Common Stock 2015-08-31 4 X 0 396000 36.2643 A 38294877 I Please see explanation below Common Stock 2015-08-31 4 X 0 150718 36.4626 A 38445595 I Please see explanation below Common Stock 2015-08-31 4 X 0 145282 36.319 A 38590877 I Please see explanation below Common Stock 2015-08-31 4 X 0 1599453 37.6167 A 40190330 I Please see explanation below Common Stock 2015-08-31 4 X 0 131878 37.7914 A 40322208 I Please see explanation below Common Stock 2015-08-31 4 X 0 1089730 38.4123 A 41411938 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0035 2015-08-31 4 X 0 259510 0.00 D 2018-06-08 Common Stock 259510 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0715 2015-08-31 4 X 0 289226 0.00 D 2018-06-08 Common Stock 289226 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.1412 2015-08-31 4 X 0 138695 0.00 D 2018-06-08 Common Stock 138695 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0962 2015-08-31 4 X 0 554778 0.00 D 2018-06-08 Common Stock 554778 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.9221 2015-08-31 4 X 0 197692 0.00 D 2018-06-08 Common Stock 197692 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.886 2015-08-31 4 X 0 288474 0.00 D 2018-06-08 Common Stock 288474 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.1256 2015-08-31 4 X 0 100319 0.00 D 2018-06-08 Common Stock 100319 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0773 2015-08-31 4 X 0 211243 0.00 D 2018-06-08 Common Stock 211243 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.3441 2015-08-31 4 X 0 500 0.00 D 2018-06-08 Common Stock 500 0 I Please see explanation below Put-Call Option (right and obligation to buy) 38.3402 2015-08-31 4 X 0 1237653 0.00 D 2018-06-08 Common Stock 1237653 0 I Please see explanation below Put-Call Option (right and obligation to buy) 38.2129 2015-08-31 4 X 0 1000000 0.00 D 2018-06-08 Common Stock 1000000 0 I Please see explanation below Put-Call Option (right and obligation to buy) 38.1204 2015-08-31 4 X 0 539583 0.00 D 2018-06-08 Common Stock 539583 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.461 2015-08-31 4 X 0 2089221 0.00 D 2018-06-08 Common Stock 2089221 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2932 2015-08-31 4 X 0 3071665 0.00 D 2018-06-08 Common Stock 3071665 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.1145 2015-08-31 4 X 0 497642 0.00 D 2018-06-08 Common Stock 497642 0 I Please see explanation below Put-Call Option (right and obligation to buy) 35.9908 2015-08-31 4 X 0 559541 0.00 D 2018-06-08 Common Stock 559541 0 I Please see explanation below Put-Call Option (right and obligation to buy) 35.8267 2015-08-31 4 X 0 707722 0.00 D 2018-06-08 Common Stock 707722 0 I Please see explanation below Put-Call Option (right and obligation to buy) 35.8407 2015-08-31 4 X 0 143407 0.00 D 2018-06-08 Common Stock 143407 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2137 2015-08-31 4 X 0 134621 0.00 D 2018-06-08 Common Stock 134621 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.3097 2015-08-31 4 X 0 53394 0.00 D 2018-06-08 Common Stock 53394 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2569 2015-08-31 4 X 0 881151 0.00 D 2018-06-08 Common Stock 881151 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.0718 2015-08-31 4 X 0 631000 0.00 D 2018-06-08 Common Stock 631000 0 I Please see explanation below Put-Call Option (right and obligation to buy) 35.7662 2015-08-31 4 X 0 808356 0.00 D 2018-06-08 Common Stock 808356 0 I Please see explanation below Put-Call Option (right and obligation to buy) 35.9128 2015-08-31 4 X 0 700000 0.00 D 2018-06-08 Common Stock 700000 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2643 2015-08-31 4 X 0 396000 0.00 D 2018-06-08 Common Stock 396000 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.4626 2015-08-31 4 X 0 150718 0.00 D 2018-06-08 Common Stock 150718 0 I Please see explanation below Put-Call Option (right and obligation to buy) 36.319 2015-08-31 4 X 0 145282 0.00 D 2018-06-08 Common Stock 145282 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.6167 2015-08-31 4 X 0 1599453 0.00 D 2018-06-08 Common Stock 1599453 0 I Please see explanation below Put-Call Option (right and obligation to buy) 37.7914 2015-08-31 4 X 0 131878 0.00 D 2018-06-08 Common Stock 131878 0 I Please see explanation below Put-Call Option (right and obligation to buy) 38.4123 2015-08-31 4 X 0 1089730 0.00 D 2018-06-08 Common Stock 1089730 0 I Please see explanation below Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Co-Investment Fund and SPV XI (each as defined below) (collectively, the "Trian Option Holders") entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they became entitled to the same economic gain or loss as if they had purchased the indicated shares. (FN 2, contd.) In these transactions, simultaneously with the purchase of each call option, the applicable Trian Option Holder also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to June 8, 2018 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause the 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. The put-call option was previously reported at an exercise price of $37.0859 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. 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 Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities") (FN 4, contd.) 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. Accordingly, Mr. Peltz and Trian Management 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 put-call option was previously reported at an exercise price of $37.155 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.2317 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.1881 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.0156 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.9808 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.221 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.1765 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.4463 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $38.4619 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $38.3412 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $38.2514 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.594 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.1876 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.0098 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.8882 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.7293 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.7442 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.1183 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.2153 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.1805 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.9967 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.6995 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $35.849 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.2012 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.3993 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $36.2589 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.5593 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $37.7342 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The put-call option was previously reported at an exercise price of $38.3702 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty. The shares which are reported on this filing as being indirectly held by Mr. Peltz and Trian Management through their relationship with the Trian Entities, and the transactions with respect to such shares, are also reported in the filings made by Mr. Frank and Trian Management, and represent the same shares and transactions. Daniel R. Marx, Attorney-in-Fact for Nelson Peltz 2015-09-02 By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 2015-09-02