Nelson Peltz Form 4 SYSCO / NELSON PELTZ 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PELTZ NELSON

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [ SYY ]

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)
08/31/2015

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)
Common Stock	08/31/2015		X		259,510	A	$37.0035⁽¹⁾⁽²⁾⁽³⁾	23,062,994	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		289,226	A	$37.0715⁽¹⁾⁽²⁾⁽⁶⁾	23,352,220	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		138,695	A	$37.1412⁽¹⁾⁽²⁾⁽⁷⁾	23,490,915	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		554,778	A	$37.0962⁽¹⁾⁽²⁾⁽⁸⁾	24,045,693	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		197,692	A	$36.9221⁽¹⁾⁽²⁾⁽⁹⁾	24,243,385	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		288,474	A	$36.886⁽¹⁾⁽²⁾⁽¹⁰⁾	24,531,859	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		100,319	A	$37.1256⁽¹⁾⁽²⁾⁽¹¹⁾	24,632,178	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		211,243	A	$37.0773⁽¹⁾⁽²⁾⁽¹²⁾	24,843,421	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		500	A	$37.3441⁽¹⁾⁽²⁾⁽¹³⁾	24,843,921	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		1,237,653	A	$38.3402⁽¹⁾⁽²⁾⁽¹⁴⁾	26,081,574	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		1,000,000	A	$38.2129⁽¹⁾⁽²⁾⁽¹⁵⁾	27,081,574	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		539,583	A	$38.1204⁽¹⁾⁽²⁾⁽¹⁶⁾	27,621,157	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		2,089,221	A	$37.461⁽¹⁾⁽²⁾⁽¹⁷⁾	29,710,378	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		3,071,665	A	$36.2932⁽¹⁾⁽²⁾⁽¹⁸⁾	32,782,043	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		497,642	A	$36.1145⁽¹⁾⁽²⁾⁽¹⁹⁾	33,279,685	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		559,541	A	$35.9908⁽¹⁾⁽²⁾⁽²⁰⁾	33,839,226	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		707,722	A	$35.8267⁽¹⁾⁽²⁾⁽²¹⁾	34,546,948	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		143,407	A	$35.8407⁽¹⁾⁽²⁾⁽²²⁾	34,690,355	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		134,621	A	$36.2137⁽¹⁾⁽²⁾⁽²³⁾	34,824,976	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		53,394	A	$36.3097⁽¹⁾⁽²⁾⁽²⁴⁾	34,878,370	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		881,151	A	$36.2569⁽¹⁾⁽²⁾⁽²⁵⁾	35,759,521	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		631,000	A	$36.0718⁽¹⁾⁽²⁾⁽²⁶⁾	36,390,521	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		808,356	A	$35.7662⁽¹⁾⁽²⁾⁽²⁷⁾	37,198,877	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		700,000	A	$35.9128⁽¹⁾⁽²⁾⁽²⁸⁾	37,898,877	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		396,000	A	$36.2643⁽¹⁾⁽²⁾⁽²⁹⁾	38,294,877	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		150,718	A	$36.4626⁽¹⁾⁽²⁾⁽³⁰⁾	38,445,595	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		145,282	A	$36.319⁽¹⁾⁽²⁾⁽³¹⁾	38,590,877	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		1,599,453	A	$37.6167⁽¹⁾⁽²⁾⁽³²⁾	40,190,330	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		131,878	A	$37.7914⁽¹⁾⁽²⁾⁽³³⁾	40,322,208	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock	08/31/2015		X		1,089,730	A	$38.4123⁽¹⁾⁽²⁾⁽³⁴⁾	41,411,938	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾

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)
Put-Call Option (right and obligation to buy)	$37.0035⁽¹⁾⁽²⁾⁽³⁾	08/31/2015		X			259,510	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	259,510	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.0715⁽¹⁾⁽²⁾⁽⁶⁾	08/31/2015		X			289,226	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	289,226	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.1412⁽¹⁾⁽²⁾⁽⁷⁾	08/31/2015		X			138,695	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	138,695	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.0962⁽¹⁾⁽²⁾⁽⁸⁾	08/31/2015		X			554,778	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	554,778	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.9221⁽¹⁾⁽²⁾⁽⁹⁾	08/31/2015		X			197,692	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	197,692	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.886⁽¹⁾⁽²⁾⁽¹⁰⁾	08/31/2015		X			288,474	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	288,474	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.1256⁽¹⁾⁽²⁾⁽¹¹⁾	08/31/2015		X			100,319	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	100,319	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.0773⁽¹⁾⁽²⁾⁽¹²⁾	08/31/2015		X			211,243	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	211,243	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.3441⁽¹⁾⁽²⁾⁽¹³⁾	08/31/2015		X			500	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	500	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$38.3402⁽¹⁾⁽²⁾⁽¹⁴⁾	08/31/2015		X			1,237,653	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	1,237,653	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$38.2129⁽¹⁾⁽²⁾⁽¹⁵⁾	08/31/2015		X			1,000,000	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	1,000,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$38.1204⁽¹⁾⁽²⁾⁽¹⁶⁾	08/31/2015		X			539,583	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	539,583	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.461⁽¹⁾⁽²⁾⁽¹⁷⁾	08/31/2015		X			2,089,221	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	2,089,221	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.2932⁽¹⁾⁽²⁾⁽¹⁸⁾	08/31/2015		X			3,071,665	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	3,071,665	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.1145⁽¹⁾⁽²⁾⁽¹⁹⁾	08/31/2015		X			497,642	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	497,642	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.9908⁽¹⁾⁽²⁾⁽²⁰⁾	08/31/2015		X			559,541	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	559,541	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.8267⁽¹⁾⁽²⁾⁽²¹⁾	08/31/2015		X			707,722	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	707,722	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.8407⁽¹⁾⁽²⁾⁽²²⁾	08/31/2015		X			143,407	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	143,407	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.2137⁽¹⁾⁽²⁾⁽²³⁾	08/31/2015		X			134,621	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	134,621	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.3097⁽¹⁾⁽²⁾⁽²⁴⁾	08/31/2015		X			53,394	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	53,394	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.2569⁽¹⁾⁽²⁾⁽²⁵⁾	08/31/2015		X			881,151	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	881,151	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.0718⁽¹⁾⁽²⁾⁽²⁶⁾	08/31/2015		X			631,000	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	631,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.7662⁽¹⁾⁽²⁾⁽²⁷⁾	08/31/2015		X			808,356	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	808,356	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.9128⁽¹⁾⁽²⁾⁽²⁸⁾	08/31/2015		X			700,000	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	700,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.2643⁽¹⁾⁽²⁾⁽²⁹⁾	08/31/2015		X			396,000	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	396,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.4626⁽¹⁾⁽²⁾⁽³⁰⁾	08/31/2015		X			150,718	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	150,718	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.319⁽¹⁾⁽²⁾⁽³¹⁾	08/31/2015		X			145,282	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	145,282	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.6167⁽¹⁾⁽²⁾⁽³²⁾	08/31/2015		X			1,599,453	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	1,599,453	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$37.7914⁽¹⁾⁽²⁾⁽³³⁾	08/31/2015		X			131,878	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	131,878	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$38.4123⁽¹⁾⁽²⁾⁽³⁴⁾	08/31/2015		X			1,089,730	⁽¹⁾⁽²⁾	06/08/2018	Common Stock	1,089,730	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

PELTZ NELSON

(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

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Co-Investment Fund and SPV XI (each as defined below) (collectively, the "Trian Option Holders") entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they became entitled to the same economic gain or loss as if they had purchased the indicated shares.

2. (FN 2, contd.) In these transactions, simultaneously with the purchase of each call option, the applicable Trian Option Holder also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to June 8, 2018 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause the Trian Option Holders, at their election to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (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.

3. The put-call option was previously reported at an exercise price of $37.0859 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.

4. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities")

5. (FN 4, contd.) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. 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.

6. The put-call option was previously reported at an exercise price of $37.155 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.

7. The put-call option was previously reported at an exercise price of $37.2317 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.

8. The put-call option was previously reported at an exercise price of $37.1881 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.

9. The put-call option was previously reported at an exercise price of $37.0156 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.

10. The put-call option was previously reported at an exercise price of $36.9808 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.

11. The put-call option was previously reported at an exercise price of $37.221 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.

12. The put-call option was previously reported at an exercise price of $37.1765 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.

13. The put-call option was previously reported at an exercise price of $37.4463 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.

14. The put-call option was previously reported at an exercise price of $38.4619 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.

15. The put-call option was previously reported at an exercise price of $38.3412 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.

16. The put-call option was previously reported at an exercise price of $38.2514 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.

17. The put-call option was previously reported at an exercise price of $37.594 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.

18. The put-call option was previously reported at an exercise price of $36.1876 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.

19. The put-call option was previously reported at an exercise price of $36.0098 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.

20. The put-call option was previously reported at an exercise price of $35.8882 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.

21. The put-call option was previously reported at an exercise price of $35.7293 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.

22. The put-call option was previously reported at an exercise price of $35.7442 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.

23. The put-call option was previously reported at an exercise price of $36.1183 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.

24. The put-call option was previously reported at an exercise price of $36.2153 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.

25. The put-call option was previously reported at an exercise price of $36.1805 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.

26. The put-call option was previously reported at an exercise price of $35.9967 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.

27. The put-call option was previously reported at an exercise price of $35.6995 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.

28. The put-call option was previously reported at an exercise price of $35.849 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.

29. The put-call option was previously reported at an exercise price of $36.2012 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.

30. The put-call option was previously reported at an exercise price of $36.3993 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.

31. The put-call option was previously reported at an exercise price of $36.2589 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.

32. The put-call option was previously reported at an exercise price of $37.5593 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.

33. The put-call option was previously reported at an exercise price of $37.7342 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.

34. The put-call option was previously reported at an exercise price of $38.3702 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 filings made by Mr. Frank and Trian Management, and represent the same shares and transactions.

	Daniel R. Marx, Attorney-in-Fact for Nelson Peltz	09/02/2015
	By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.	09/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Nelson Peltz Form 4SYSCO / NELSON PELTZ ownership change