Mondelez International Form 4 / PETER W MAY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAY PETER W

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mondelez International, Inc. [ MDLZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/06/2018		S⁽¹⁾		18,191,062	D	$43.61	17,772,662	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		X/K⁽¹⁾		182,189	A	$27.8084⁽⁴⁾⁽⁵⁾	17,954,851	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		J/K⁽¹⁾		182,189	D	$43.61⁽⁴⁾⁽⁵⁾	17,772,662	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		X/K⁽¹⁾		915,985	A	$28.0233⁽⁴⁾⁽⁵⁾	18,688,647	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		J/K⁽¹⁾		915,985	D	$43.61⁽⁴⁾⁽⁵⁾	17,772,662	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		X/K⁽¹⁾		261,953	A	$27.9611⁽⁴⁾⁽⁵⁾	18,034,615	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		J/K⁽¹⁾		261,953	D	$43.61⁽⁴⁾⁽⁵⁾	17,772,662	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		X/K⁽¹⁾		5,659	A	$27.986⁽⁴⁾⁽⁵⁾	17,778,321	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock	03/06/2018		J/K⁽¹⁾		5,659	D	$43.61⁽⁴⁾⁽⁵⁾	17,772,662	I	Please see explanation below⁽²⁾⁽³⁾
Class A Common Stock								1,003	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap	$43.61⁽⁴⁾⁽⁵⁾	03/06/2018		X/K⁽¹⁾			182,189	⁽⁴⁾⁽⁵⁾	01/21/2020	Class A Common Stock	182,189	⁽⁴⁾⁽⁵⁾	0	I	Please see explanation below⁽²⁾⁽³⁾
Equity Swap	$43.61⁽⁴⁾⁽⁵⁾	03/06/2018		X/K⁽¹⁾			915,985	⁽⁴⁾⁽⁵⁾	01/21/2020	Class A Common Stock	915,985	⁽⁴⁾⁽⁵⁾	0	I	Please see explanation below⁽²⁾⁽³⁾
Equity Swap	$43.61⁽⁴⁾⁽⁵⁾	03/06/2018		X/K⁽¹⁾			261,953	⁽⁴⁾⁽⁵⁾	01/21/2020	Class A Common Stock	261,953	⁽⁴⁾⁽⁵⁾	0	I	Please see explanation below⁽²⁾⁽³⁾
Equity Swap	$43.61⁽⁴⁾⁽⁵⁾	03/06/2018		X/K⁽¹⁾			5,659	⁽⁴⁾⁽⁵⁾	01/21/2020	Class A Common Stock	5,659	⁽⁴⁾⁽⁵⁾	0	I	Please see explanation below⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

MAY PETER W

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIAN FUND MANAGEMENT, L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE, 41ST FLOOR

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the sale of shares and the unwinding of equity swaps by two investment funds in connection with the winding up of such investment funds following the expiration of their respective lock-up periods. The shares and the swaps were the sole holdings of the investment funds and were acquired in 2013.

2. Trian Fund Management, Inc. ("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 Strategic Investment, Fund-D, L.P., Trian Partners Strategic Investment Fund N, 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 SPV (SUB) VII, L.P., and Trian SPV (Sub) VII-L, L.P. ("SPV VII-L" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of Mondelez International, Inc. ("Mondelez International") held by them.

3. (FN2, contd.) Mr. May 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. May 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. May is a director of Mondelez International.

4. SPV VII-L previously entered into the equity swap agreements with a counterparty (collectively, the "Swap") with respect to an aggregate of 1,365,786 shares of Mondelez International. Under the terms of the Swap, on each settlement date applicable to the expiration or earlier termination of such Swap (each a "Settlement Date"): (i) SPV VII-L was obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and (ii) the counterparty was obligated to pay to SPV VII-L any positive price performance (capital appreciation) over (a) $27.8084 with respect to 182,189 reference shares,(b) $28.0233 with respect to 915,985 reference shares,

5. (FN4, contd) (c) $27.9611 with respect to 261,953 reference shares and (d) $27.986 with respect to 5,659 reference shares (in each case plus a $0.03 commission) as of such Settlement Date plus any dividends paid during the life of the Swap. In addition, on each Settlement Date, SPV VII-L was obligated to pay to the counterparty a financing fee through such date at the rate set forth in the Swap. On March 6, 2018 the Swap was unwound in accordance with its terms at the noted prices per share. In addition, on each Settlement Date the counterparty paid to SPV VII-L an amount equal to the dividends paid on the reference shares during the term of the Swap and SPV VII-L paid to the counterparty the applicable financing fee. At no time during the Swap did Trian SPV VII-L ever hold any of the reference shares or have any voting or dispositive power over the reference shares

Remarks:

	Stacey L. Sayetta, Attorney-in-Fact for Peter W. May	03/08/2018
	Stacey L. Sayetta, Attorney-in-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P.	03/08/2018
	** Signature of Reporting Person	Date
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Mondelez International (MDLZ) Form 4Mondelez International / PETER W MAY ownership change