SYSCO CORP — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2020-05-15

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
2020-05-15	Common Stock	P	551222	$47.3953	Acquired	24222825	Indirect
2020-05-15	Common Stock	P	48778	$47.6408	Acquired	24271603	Indirect
2020-05-18	Common Stock	P	8609	$50.6356	Acquired	24280212	Indirect
2020-05-18	Common Stock	P	95091	$51.8956	Acquired	24375303	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2270	Direct

Footnotes

F1: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $46.6350 to $47.6250. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F2: In connection with their service on the Issuer's Board of Directors, Mr. Peltz and Joshua Frank each receive shares of common stock from the Issuer. Each of Messrs. Peltz and Frank transferred 3,174 of those shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to agreements entered into on August 21, 2015 with Trian Management relating to compensation received in connection with their service as directors of the Issuer.

F3: 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. 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

F4: (FN 3, 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.

F5: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $47.63 to $47.69. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F6: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $50.29 to $51.28. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F7: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $51.30 to $52.27. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.