0001209191-18-020980.txt : 20180320
0001209191-18-020980.hdr.sgml : 20180320
20180320184217
ACCESSION NUMBER: 0001209191-18-020980
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180319
FILED AS OF DATE: 20180320
DATE AS OF CHANGE: 20180320
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: 18702964
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
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: 18702963
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
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: 0702
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-03-19
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
2018-03-19
4
X
0
230368
53.8251
A
44720730
I
Please see explanation below
Common Stock
2018-03-19
4
X
0
110598
53.9865
A
44831328
I
Please see explanation below
Common Stock
4345
D
Put-Call Option (right and obligation to buy)
53.8251
2018-03-19
4
X
0
230368
0.00
D
2019-03-18
Common Stock
230368
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
53.9865
2018-03-19
4
X
0
110598
0.00
D
2019-03-18
Common Stock
110598
0
I
Please see explanation below
One of the Trian Entities (as defined below) entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased the indicated shares. More specifically, these transactions represented call options pursuant to which, on or prior to March 18, 2019 (the "Exercise Date"), the Trian Entity could acquire the number of shares set forth above at a designated exercise price (the "Exercise Price").
(FN 1, contd.) These call options could be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options had not been exercised by the Trian Entity and the Exercise Price were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty could require the Trian Entity to, at the counterparty's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of 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. With the exercise of any call option, a corresponding number of put options would be automatically terminated.
(FN 2, contd.) As part of these transactions, the Trian Entity paid the counterparty a financing fee based on the number of days that the Options that it held were outstanding, which fee was calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the Options. Until exercised, the Options did not give the Trian Entity any direct or indirect voting, investment or dispositive control over the underlying shares.
The put-call option was previously reported at an exercise price of $53.8959 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.
In connection with their service on the Issuer's Board of Directors, Mr. Frank and Nelson Peltz each receive shares of common stock from the Issuer. Each of Messrs. Peltz and Frank transferred 497 of those shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to agreements entered into on August 21, 2015 with Trian Management relating to compensation received in connection with their service as directors of the Issuer.
Trian Management serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., 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., Trian SPV (Sub) XI, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (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 6, contd.) Mr. Frank is a limited partner of certain affiliates of the Trian Entities and Trian Management 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 $54.0584 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 filing made by Mr. Peltz and Trian Management, and represent the same shares and transactions.
Daniel R. Marx, Attorney-in-Fact for Joshua Frank
2018-03-20
By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.
2018-03-20