0001209191-16-141672.txt : 20160915
0001209191-16-141672.hdr.sgml : 20160915
20160915191352
ACCESSION NUMBER: 0001209191-16-141672
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160913
FILED AS OF DATE: 20160915
DATE AS OF CHANGE: 20160915
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mondelez International, Inc.
CENTRAL INDEX KEY: 0001103982
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 522284372
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: THREE PARKWAY NORTH
CITY: DEERFIELD
STATE: IL
ZIP: 60015
BUSINESS PHONE: 847-943-4000
MAIL ADDRESS:
STREET 1: THREE PARKWAY NORTH
CITY: DEERFIELD
STATE: IL
ZIP: 60015
FORMER COMPANY:
FORMER CONFORMED NAME: KRAFT FOODS INC
DATE OF NAME CHANGE: 20000121
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: 001-16483
FILM NUMBER: 161888053
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: 001-16483
FILM NUMBER: 161888054
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
2016-09-13
0
0001103982
Mondelez International, Inc.
MDLZ
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
Class A Common Stock
2016-09-13
4
X
1
932925
27.6896
A
48951334
I
Please see explanation below
Class A Common Stock
2016-09-13
4
J
1
932925
42.7257
D
48018409
I
Please see explanation below
Class A Common Stock
2016-09-14
4
X
1
201075
27.6896
A
48219484
I
Please see explanation below
Class A Common Stock
2016-09-14
4
J
1
201075
42.6152
D
48018409
I
Please see explanation below
Class A Common Stock
13495
D
Equity Swap
42.7257
2016-09-13
4
X
1
932925
D
2018-02-13
Class A Common Stock
932925
201075
I
Please see explanation below
Equity Swap
42.6152
2016-09-14
4
X
1
201075
D
2018-02-13
Class A Common Stock
201075
0
I
Please see explanation below
Represents the unwinding, pursuant to the terms of the equity swap agreement, of a specific equity swap with respect to shares of Mondelez International which Trian SPV (Sub) VII-TR, L.P. ("SPV VII-TR") entered into in February 2013 and which was its sole holding, in connection with the exercise of redemption rights by the sole investor in SPV VII-TR following the expiration of the applicable lock-up period.
SPV VII-TR previously entered into the equity swap agreement with a counterparty (the "Swap") with respect to 1,134,000 shares of Mondelez International. Under the terms of the Swap, on each settlement date applicable to the expiration or earlier termination of such Swap (each a "Settlement Date"): (i) SPV VII-TR was obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and (ii) the counterparty was obligated to pay to SPV VII-TR any positive price performance (capital appreciation) over $27.6896 (plus a $.03 commission) of the reference shares as of such Settlement Date plus any dividends paid during the life of the Swap. In addition, on each Settlement Date, SPV VII-TR was obligated to pay to the counterparty a financing fee through such date at the rate set forth in the Swap.
(FN2, contd.) On September 13 and 14, 2016 the Swap was unwound in accordance with its terms at the noted prices per share. In addition, on each Settlement Date the counterparty paid to SPV VII-TR an amount equal to the dividends paid on the reference shares during the term of the Swap and SPV VII-TR paid to the counterparty the applicable financing fee. At no time during the Swap did Trian SPV VII-TR ever hold any of the reference shares or have any voting or dispositive power over the reference shares.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund ERISA, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment, Fund-D, L.P., Trian Partners Strategic Investment Fund N, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners SPV (SUB) VII, L.P., Trian SPV (Sub) VII-L, L.P. and SPV VII-TR, L.P. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of Mondelez International held by them.
(FN4, 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 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 Mondelez International.
Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz
2016-09-15
Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.
2016-09-15