SYSCO CORP — Director's Dealing 2016

Apr 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2016-03-31

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
2016-03-31	Common Stock	A	268	$46.63	Acquired	5142	Direct
2016-03-31	Common Stock	A	134	$46.63	Acquired	5276	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43261399	Indirect

Footnotes

F1: Represents shares elected to be received in lieu of a portion of non-employee director annual cash retainer fees pursuant to 2009 Non-Employee Directors Stock Plan.

F2: Represents company match equal to 50% of shares described in Footnote 1.

F3: 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 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. 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.

F4: (FN 3, 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 the Issuer.