SYSCO CORP — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2017-11-16

Reporting Person: Frank Joshua D. (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-16	Common Stock	A	2958	$0.00	Acquired	8833	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44480774	Indirect

Footnotes

F1: This grant shall vest on the first anniversary of the grant date.

F2: Represents restricted stock issued pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan.

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 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.

F4: (FN 3, 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.