SEC Form 4 · accession 0001209191-18-020979

SYSCO CORP · SYY

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1One of the Trian Entities (as defined below) entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased the indicated shares. More specifically, these transactions represented call options pursuant to which, on or prior to March 18, 2019 (the "Exercise Date"), the Trian Entity could acquire the number of shares set forth above at a designated exercise price (the "Exercise Price").
• F2(FN 1, contd.) These call options could be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options had not been exercised by the Trian Entity and the Exercise Price were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty could require the Trian Entity to, at the counterparty's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. With the exercise of any call option, a corresponding number of put options would be automatically terminated.
• F3(FN 2, contd.) As part of these transactions, the Trian Entity paid the counterparty a financing fee based on the number of days that the Options that it held were outstanding, which fee was calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the Options. Until exercised, the Options did not give the Trian Entity any direct or indirect voting, investment or dispositive control over the underlying shares.
• F4The put-call option was previously reported at an exercise price of $53.8959 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
• F5In 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 497 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.
• F6Trian 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 SPV (Sub) XI, L.P., 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.
• F7(FN 6, 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 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. Peltz is a director of the Issuer.
• F8The put-call option was previously reported at an exercise price of $54.0584 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

Remarks

The shares which are reported on this filing as being indirectly held by Mr. Peltz and Trian Management through their relationship with the Trian Entities, and the transactions with respect to such shares, are also reported in the filing made by Mr. Frank and Trian Management, and represent the same shares and transactions.