SEC Form 4 · accession 0001209191-18-060305
SYSCO CORP · SYY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 28, 2018
Accepted (ET)
Nov 29, 2018 · 6:45 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 | Nov 28, 2018 | S | 1,524,475 | $66.50 | D | 33,908,164 | I | Please see explanation below |
| Common StockF2,F3 | Nov 28, 2018 | J | 5,618,966 | $66.85 | D | 28,289,198 | 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 sales made in connection with the expiration of the applicable lock-up period of Trian SPV (Sub) XI, L.P ("SPV XI") and the resulting liquidation of the fund, and the expiration of the applicable lock-up period of one other Trian Entity (as defined below) holding shares of the Issuer.
- F2Trian 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., SPV XI, 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.
- F3(FN 2, contd.) Mr. Frank is a limited partner of Trian Partners SPV XI GP, L.P. ("SPV XI GP") and certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares held by SPV XI GP 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. Frank is a director of the Issuer.
- F4Represents a distribution of shares to certain limited partners in the parent entity of SPV XI pursuant to their request in connection with the expiration of SPV XI's applicable lock-up period and the resulting liquidation of the fund.
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.