SYSCO CORP — Director's Dealing 2015

Sep 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2015-08-31

Reporting Person: PELTZ NELSON (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-31	Common Stock	X	259510	$37.0035	Acquired	23062994	Indirect
2015-08-31	Common Stock	X	289226	$37.0715	Acquired	23352220	Indirect
2015-08-31	Common Stock	X	138695	$37.1412	Acquired	23490915	Indirect
2015-08-31	Common Stock	X	554778	$37.0962	Acquired	24045693	Indirect
2015-08-31	Common Stock	X	197692	$36.9221	Acquired	24243385	Indirect
2015-08-31	Common Stock	X	288474	$36.886	Acquired	24531859	Indirect
2015-08-31	Common Stock	X	100319	$37.1256	Acquired	24632178	Indirect
2015-08-31	Common Stock	X	211243	$37.0773	Acquired	24843421	Indirect
2015-08-31	Common Stock	X	500	$37.3441	Acquired	24843921	Indirect
2015-08-31	Common Stock	X	1237653	$38.3402	Acquired	26081574	Indirect
2015-08-31	Common Stock	X	1000000	$38.2129	Acquired	27081574	Indirect
2015-08-31	Common Stock	X	539583	$38.1204	Acquired	27621157	Indirect
2015-08-31	Common Stock	X	2089221	$37.461	Acquired	29710378	Indirect
2015-08-31	Common Stock	X	3071665	$36.2932	Acquired	32782043	Indirect
2015-08-31	Common Stock	X	497642	$36.1145	Acquired	33279685	Indirect
2015-08-31	Common Stock	X	559541	$35.9908	Acquired	33839226	Indirect
2015-08-31	Common Stock	X	707722	$35.8267	Acquired	34546948	Indirect
2015-08-31	Common Stock	X	143407	$35.8407	Acquired	34690355	Indirect
2015-08-31	Common Stock	X	134621	$36.2137	Acquired	34824976	Indirect
2015-08-31	Common Stock	X	53394	$36.3097	Acquired	34878370	Indirect
2015-08-31	Common Stock	X	881151	$36.2569	Acquired	35759521	Indirect
2015-08-31	Common Stock	X	631000	$36.0718	Acquired	36390521	Indirect
2015-08-31	Common Stock	X	808356	$35.7662	Acquired	37198877	Indirect
2015-08-31	Common Stock	X	700000	$35.9128	Acquired	37898877	Indirect
2015-08-31	Common Stock	X	396000	$36.2643	Acquired	38294877	Indirect
2015-08-31	Common Stock	X	150718	$36.4626	Acquired	38445595	Indirect
2015-08-31	Common Stock	X	145282	$36.319	Acquired	38590877	Indirect
2015-08-31	Common Stock	X	1599453	$37.6167	Acquired	40190330	Indirect
2015-08-31	Common Stock	X	131878	$37.7914	Acquired	40322208	Indirect
2015-08-31	Common Stock	X	1089730	$38.4123	Acquired	41411938	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-31	Put-Call Option (right and obligation to buy)	$37.0035	X	259510	Disposed	2018-06-08	Common Stock (259510)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.0715	X	289226	Disposed	2018-06-08	Common Stock (289226)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.1412	X	138695	Disposed	2018-06-08	Common Stock (138695)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.0962	X	554778	Disposed	2018-06-08	Common Stock (554778)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.9221	X	197692	Disposed	2018-06-08	Common Stock (197692)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.886	X	288474	Disposed	2018-06-08	Common Stock (288474)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.1256	X	100319	Disposed	2018-06-08	Common Stock (100319)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.0773	X	211243	Disposed	2018-06-08	Common Stock (211243)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.3441	X	500	Disposed	2018-06-08	Common Stock (500)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$38.3402	X	1237653	Disposed	2018-06-08	Common Stock (1237653)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$38.2129	X	1000000	Disposed	2018-06-08	Common Stock (1000000)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$38.1204	X	539583	Disposed	2018-06-08	Common Stock (539583)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.461	X	2089221	Disposed	2018-06-08	Common Stock (2089221)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.2932	X	3071665	Disposed	2018-06-08	Common Stock (3071665)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.1145	X	497642	Disposed	2018-06-08	Common Stock (497642)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$35.9908	X	559541	Disposed	2018-06-08	Common Stock (559541)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$35.8267	X	707722	Disposed	2018-06-08	Common Stock (707722)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$35.8407	X	143407	Disposed	2018-06-08	Common Stock (143407)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.2137	X	134621	Disposed	2018-06-08	Common Stock (134621)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.3097	X	53394	Disposed	2018-06-08	Common Stock (53394)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.2569	X	881151	Disposed	2018-06-08	Common Stock (881151)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.0718	X	631000	Disposed	2018-06-08	Common Stock (631000)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$35.7662	X	808356	Disposed	2018-06-08	Common Stock (808356)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$35.9128	X	700000	Disposed	2018-06-08	Common Stock (700000)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.2643	X	396000	Disposed	2018-06-08	Common Stock (396000)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.4626	X	150718	Disposed	2018-06-08	Common Stock (150718)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$36.319	X	145282	Disposed	2018-06-08	Common Stock (145282)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.6167	X	1599453	Disposed	2018-06-08	Common Stock (1599453)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$37.7914	X	131878	Disposed	2018-06-08	Common Stock (131878)	Indirect
2015-08-31	Put-Call Option (right and obligation to buy)	$38.4123	X	1089730	Disposed	2018-06-08	Common Stock (1089730)	Indirect

Footnotes

F1: 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.

F2: (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.

F3: 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.

F4: 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")

F5: (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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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.

F20: 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.

F21: 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.

F22: 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.

F23: 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.

F24: 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.

F25: 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.

F26: 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.

F27: 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.

F28: 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.

F29: 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.

F30: 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.

F31: 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.

F32: 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.

F33: 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.

F34: 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.