SEC Form 4 · accession 0001209191-15-007081
FAMILY DOLLAR STORES INC · FDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000034408
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.10 par valueF1,F2 | Jan 26, 2015 | A | 1,179 | $0.00 | A | 1,179 | D | |
| Common Stock, $0.10 par valueF3,F4 | Jan 26, 2015 | S | 6,000,000 | $76.05 | D | 2,366,386 | I | Please see explanation below |
| Common Stock, $0.10 par valueF3,F4 | Jan 26, 2015 | S | 1,981 | $76.54 | D | 2,364,405 | I | Please see explanation below |
| Common Stock, $0.10 par valueF3,F4 | Jan 27, 2015 | S | 2,361,405 | $76.30 | D | 3,000 | I | Please see explanation below |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of Common Stock made pursuant to Directors' Share Awards Guidelines adopted pursuant to the shareholder approved Family Dollar Stores, Inc. 2006 Incentive Plan.
- F2In connection with his service on the Board of the Issuer, Mr. Garden previously received 1,389 shares from the Issuer. On November 14, 2014, Mr. Garden transferred these shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to an agreement, dated as of September 28, 2011, between Mr. Garden and Trian Management relating to fees paid to Mr. Garden in connection with his service on the Board of the Issuer.
- F3Trian 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 Master Fund (ERISA), L.P. and Trian Partners Strategic Investment Fund, 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 the Issuer held by them. 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 its own behalf and on behalf of the Trian Entities.
- F4(FN 3, contd.) Accordingly, Mr. Garden 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. 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.