SYSCO CORP — Director's Dealing 2018

Dec 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2018-12-28

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
2018-12-28	Common Stock	A	201	$62.05	Acquired	7256	Direct
2018-12-28	Common Stock	A	100	$62.05	Acquired	7356	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28289198	Indirect

Footnotes

F1: Represents shares elected to be received in lieu of a portion of non-employee director annual cash retainer fees pursuant to the Sysco Corporation 2018 Omnibus Incentive 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 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 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 Trian Partners SPV XI GP, L.P. ("SPV XI GP") and certain affiliates of the Trian Entities and therefore may
be deemed to have an indirect interest in the shares held by SPV XI GP and 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. Frank is a director of the Issuer.