SEC Form 4 · accession 0001209191-16-141672

Mondelez International, Inc. · MDLZ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the unwinding, pursuant to the terms of the equity swap agreement, of a specific equity swap with respect to shares of Mondelez International which Trian SPV (Sub) VII-TR, L.P. ("SPV VII-TR") entered into in February 2013 and which was its sole holding, in connection with the exercise of redemption rights by the sole investor in SPV VII-TR following the expiration of the applicable lock-up period.
• F2SPV VII-TR previously entered into the equity swap agreement with a counterparty (the "Swap") with respect to 1,134,000 shares of Mondelez International. Under the terms of the Swap, on each settlement date applicable to the expiration or earlier termination of such Swap (each a "Settlement Date"): (i) SPV VII-TR was obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and (ii) the counterparty was obligated to pay to SPV VII-TR any positive price performance (capital appreciation) over $27.6896 (plus a $.03 commission) of the reference shares as of such Settlement Date plus any dividends paid during the life of the Swap. In addition, on each Settlement Date, SPV VII-TR was obligated to pay to the counterparty a financing fee through such date at the rate set forth in the Swap.
• F3(FN2, contd.) On September 13 and 14, 2016 the Swap was unwound in accordance with its terms at the noted prices per share. In addition, on each Settlement Date the counterparty paid to SPV VII-TR an amount equal to the dividends paid on the reference shares during the term of the Swap and SPV VII-TR paid to the counterparty the applicable financing fee. At no time during the Swap did Trian SPV VII-TR ever hold any of the reference shares or have any voting or dispositive power over the reference shares.
• F4Trian 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, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment, Fund-D, L.P., Trian Partners Strategic Investment Fund N, 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 SPV (SUB) VII, L.P., Trian SPV (Sub) VII-L, L.P. and SPV VII-TR, 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 Mondelez International held by them.
• F5(FN4, 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 Mondelez International.