SEC Form 4 · accession 0001209191-17-057886
Bank of New York Mellon Corp · BNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 20, 2017
Accepted (ET)
Oct 24, 2017 · 6:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001390777
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Oct 20, 2017 | S | 1,031,157 | $53.1312 | D | 21,335,172 | I | Please see explanation below |
| Common StockF5,F3,F4 | Oct 23, 2017 | S | 104,800 | $53.0152 | D | 21,230,372 | I | Please see explanation below |
| Common StockF6,F3,F4 | Oct 24, 2017 | S | 156,700 | $53.0072 | D | 21,073,672 | I | Please see explanation below |
| Common StockF3,F4 | Oct 24, 2017 | S | 4,506,068 | $52.22 | D | 16,567,604 | I | Please see explanation below |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported in this Form 4 were for portfolio management purposes, primarily in connection with the expiration of the applicable lock-up period of one investment fund whose sole holding is shares of the Issuer.
- F2The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.00 to $53.31. 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 sold at each separate price.
- F3Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("TPLP"), Trian Partners Master Fund, L.P. ("TPMF"), Trian Partners Parallel Fund I, L.P. ("Parallel"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("TPSIF-A"), Trian Partners Strategic Investment Fund-D, L.P. ("TPSIF-D"), Trian Partners Strategic Investment Fund-N, L.P. ("TPSIF-N"), Trian Partners Fund (Sub)-G, L.P. ("TPF-G"), Trian Partners Strategic Fund-G II, L.P. ("TPSF-G II"), Trian Partners Strategic Fund-G III, L.P. ("TPSF-G III"), Trian Partners Strategic Fund-K, L.P. ("TPSF-K") and Trian SPV (SUB) IX, L.P. ("SPV IX" and collectively with TPLP, TPMF, Parallel, TPSIF II, TPSIF-A, TPSIF-D, TPSIF-N, TPF-G, TPSF-G II, TPSF-G III and TPSF-K, 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. Garden 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. Garden 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. Garden is a director of the Issuer.
- F5The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.00 to $53.06. 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 sold at each separate price.
- F6The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.00 to $53.03. 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 sold at each separate price.