SEC Form 4 · accession 0001209191-16-088022
SYSCO CORP · SYY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2015
Accepted (ET)
Jan 4, 2016 · 6:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000096021
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2015 | A | 301 | $41.46 | A | 4,724 | D | |
| Common StockF2 | Dec 31, 2015 | A | 150 | $41.46 | A | 4,874 | D | |
| Common StockF3,F4 | holding | — | — | — | 42,675,859 | I | Please see explanation below |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares elected to be received in lieu of a portion of non-employee director annual cash retainer fees pursuant to 2009 Non-Employee Directors Stock Plan.
- F2Represents company match equal to 50% of shares described in Footnote 1.
- F3Trian 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 II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic 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. and Trian SPV (Sub) XI, 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.
- F4(FN 3, 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 the Issuer.
Remarks
The shares which are reported on this filing as being indirectly held by Mr. Nelson Peltz and Trian Management through their relationship with the Trian Entities are also reported in the filings made by Mr. Joshua Frank and Trian Management, and represent the same shares.