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