SYSCO CORP — Director's Dealing 2018

Nov 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2018-11-28

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
2018-11-28	Common Stock	S	1524475	$66.50	Disposed	33908164	Indirect
2018-11-28	Common Stock	J	5618966	$66.85	Disposed	28289198	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7055	Direct

Footnotes

F1: Represents sales made in connection with the expiration of the applicable lock-up period of Trian SPV (Sub) XI, L.P ("SPV XI") and the resulting liquidation of the fund, and the expiration of the applicable lock-up period of one other Trian Entity (as defined below) holding shares of the Issuer.

F2: 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., SPV XI, 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. 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

F3: (FN 2, contd.) determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of the general partner of Trian Partners SPV XI GP, L.P. ("SPV XI GP"), and is therefore in a position to determine its investment and voting decisions. Accordingly, Mr. Peltz 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 Trian Management and the Trian Entities, as well as the shares beneficially owned by SPV XI GP. 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.

F4: Represents a distribution of shares to certain limited partners in the parent entity of SPV XI pursuant to their request in connection with the expiration of SPV XI's applicable lock-up period and the resulting liquidation of the fund.