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SYSCO CORP — Director's Dealing 2015
Aug 31, 2015
30076_dirs_2015-08-31_18d0494b-8378-4c1f-a2fc-c95a00b35d1a.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2015-08-21
Reporting Person: PELTZ NELSON (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 22803484 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Put-Call Option (right and obligation to buy) | $37.0859 | 2018-06-08 | Common Stock (259510) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.155 | 2018-06-08 | Common Stock (289226) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.2317 | 2018-06-08 | Common Stock (138695) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.1881 | 2018-06-08 | Common Stock (554778) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.0156 | 2018-06-08 | Common Stock (197692) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.9808 | 2018-06-08 | Common Stock (288474) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.221 | 2018-06-08 | Common Stock (100319) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.1765 | 2018-06-08 | Common Stock (211243) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.4463 | 2018-06-08 | Common Stock (500) | Indirect | |
| Put-Call Option (right and obligation to buy) | $38.4619 | 2018-06-08 | Common Stock (1237653) | Indirect | |
| Put-Call Option (right and obligation to buy) | $38.3412 | 2018-06-08 | Common Stock (1000000) | Indirect | |
| Put-Call Option (right and obligation to buy) | $38.2514 | 2018-06-08 | Common Stock (539583) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.594 | 2018-06-08 | Common Stock (2089221) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.1876 | 2018-06-08 | Common Stock (3071665) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.0098 | 2018-06-08 | Common Stock (497642) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.8882 | 2018-06-08 | Common Stock (559541) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.7293 | 2018-06-08 | Common Stock (707722) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.7442 | 2018-06-08 | Common Stock (143407) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.1183 | 2018-06-08 | Common Stock (134621) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.2153 | 2018-06-08 | Common Stock (53394) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.1805 | 2018-06-08 | Common Stock (881151) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.9967 | 2018-06-08 | Common Stock (631000) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.6995 | 2018-06-08 | Common Stock (808356) | Indirect | |
| Put-Call Option (right and obligation to buy) | $35.849 | 2018-06-08 | Common Stock (700000) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.2012 | 2018-06-08 | Common Stock (396000) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.3993 | 2018-06-08 | Common Stock (150718) | Indirect | |
| Put-Call Option (right and obligation to buy) | $36.2589 | 2018-06-08 | Common Stock (145282) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.5593 | 2018-06-08 | Common Stock (1599453) | Indirect | |
| Put-Call Option (right and obligation to buy) | $37.7342 | 2018-06-08 | Common Stock (131878) | Indirect | |
| Put-Call Option (right and obligation to buy) | $38.3702 | 2018-06-08 | Common Stock (1089730) | Indirect |
Footnotes
F1: 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")
F2: (FN 1, 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.
F3: Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Coinvest Fund-A, Co-Investment Fund and SPV XI (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to June 8, 2018 (the "Exercise Date"), the applicable named Trian Option Holder may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price").
F4: (FN 3, contd.) These call options may 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 applicable Trian Option Holder 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 have not been exercised by the applicable Trian Option Holder and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the applicable Trian Option Holder to, at such person'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.
F5: (FN 4, contd.) As part of these transactions, the Trian Option Holders pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus an applicable spread.