SEC Form 4 · accession 0001209191-18-059472
SYSCO CORP · SYY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2018
Accepted (ET)
Nov 20, 2018 · 5:18 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 StockF2,F3,F4 | Nov 16, 2018 | S | 1,597,000 | $66.6051 | D | 36,051,171 | I | Please see explanation below |
| Common StockF5,F3,F4 | Nov 19, 2018 | S | 585,732 | $66.0618 | D | 35,465,439 | I | Please see explanation below |
| Common StockF6,F3,F4 | Nov 20, 2018 | S | 32,800 | $66.0326 | D | 35,432,639 | I | Please see explanation below |
| Common Stock | holding | — | — | — | 7,055 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the sales of shares in connection with the expiration of the applicable lock-up periods of two Trian Entities (as defined below) holding shares of the Issuer.
- F2The price shown in Column 4 is a weighted average sale price. The price range for the sales is $66.18 to $66.82. 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 purchased at each separate price.
- 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 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.
- F4(FN 3, contd.) Mr. Frank is a limited partner of certain affiliates of the Trian Entities and Trian Management and therefore may be deemed to have an indirect interest in the shares which they hold. 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. Frank 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 $65.94 to $66.32. 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 purchased at each separate price.
- F6The price shown in Column 4 is a weighted average sale price. The price range for the sales is $66.00 to $66.08. 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 purchased at each separate price.
Remarks
The shares which are reported on this filing as being indirectly held by Mr. Frank 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. Peltz and Trian Management, and represent the same shares and transactions.