0001209191-16-106210.txt : 20160304
0001209191-16-106210.hdr.sgml : 20160304
20160304181605
ACCESSION NUMBER: 0001209191-16-106210
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160303
FILED AS OF DATE: 20160304
DATE AS OF CHANGE: 20160304
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: 161486464
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: Frank Joshua D.
CENTRAL INDEX KEY: 0001422599
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06544
FILM NUMBER: 161486465
MAIL ADDRESS:
STREET 1: 280 PARK AVE
STREET 2: 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Frank Josh
DATE OF NAME CHANGE: 20080103
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-03-03
0
0000096021
SYSCO CORP
SYY
0001422599
Frank Joshua D.
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
2016-03-03
4
X
0
80220
40.902
A
42756079
I
Please see explanation below
Common Stock
2016-03-03
4
X
0
505320
40.902
A
43261399
I
Please see explanation below
Common Stock
4874
D
Put-Call Option (right and obligation to buy)
40.902
2016-03-03
4
X
0
80220
0.00
D
2017-12-31
Common Stock
80220
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
40.902
2016-03-03
4
X
0
505320
0.00
D
2017-12-31
Common Stock
505320
0
I
Please see explanation below
Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II") previously entered into a privately negotiated back-to-back call and put transaction with a counterparty through which it acquired an economic interest in the indicated shares.
(FN 2, contd.) In this transaction, simultaneously with the purchase of the call option, TPSIF II also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to December 31, 2017 (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 TPSIF II, at its 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 $41.1361 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 Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., TPSIF II, Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Co-Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, 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 Co-Investment Opportunities Fund, Ltd. and Trian SPV (Sub) XI, 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 the Issuer held by them.
(FN 4, contd.) Mr. Frank is a limited partner of certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares which they hold. 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. Frank is a director of the Issuer.
The put-call option was previously reported at an exercise price of $41.1303 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. Frank 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. Peltz and Trian Management, and represent the same shares and transactions.
Daniel R. Marx, Attorney-in-Fact for Joshua D. Frank
2016-03-04
By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.
2016-03-04