SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Mondelez International, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

609207105

(CUSIP Number)

Stephen Fraidin, Esq.

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

(212) 813-3700

 

 

With a copy to:

Richard M. Brand, Esq.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 6, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 609207105

 

1		NAME OF REPORTING PERSON   Pershing Square Capital Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   NONE
				8		SHARED VOTING POWER   74,983,195
				9		SOLE DISPOSITIVE POWER   NONE
				10		SHARED DISPOSITIVE POWER   74,983,195
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,983,195
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.97%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA

 

*	This calculation is based on 1,507,639,931 shares of common stock, par value $0.01 per share (“Common Stock”), outstanding as of July 28, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 2, 2017 for the quarterly period ended June 30, 2017.

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CUSIP No. 609207105

 

1		NAME OF REPORTING PERSON   PS Management GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   NONE
				8		SHARED VOTING POWER   74,983,195
				9		SOLE DISPOSITIVE POWER   NONE
				10		SHARED DISPOSITIVE POWER   74,983,195
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,983,195
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.97%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

*	This calculation is based on 1,507,639,931 shares of Common Stock outstanding as of July 28, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 2, 2017 for the quarterly period ended June 30, 2017.

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CUSIP No. 609207105

 

1		NAME OF REPORTING PERSON   William A. Ackman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   NONE
				8		SHARED VOTING POWER   74,983,195
				9		SOLE DISPOSITIVE POWER   NONE
				10		SHARED DISPOSITIVE POWER   74,983,195
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,983,195
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.97%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

*	This calculation is based on 1,507,639,931 shares of Common Stock outstanding as of July 28, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 2, 2017 for the quarterly period ended June 30, 2017.

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This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”), filed on August 6, 2015 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 5, the “Schedule 13D”), by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”), relating to the Class A common stock, no par value (the “Common Stock”), of Mondelez International, Inc., a Virginia corporation (the “Issuer”). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.

 

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented to add the following information:

As of October 6, 2017, the Reporting Persons beneficially own an aggregate of 74,983,195 shares of Common Stock (the “Subject Shares”), which number includes: (i) 13,642,445 shares of Common Stock, and (ii) 61,340,750 shares of Common Stock underlying American-style call options.

The Subject Shares represent approximately 4.97% of the issued and outstanding shares of Common Stock of the Issuer.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information:

The source of funding for the transactions reported herein was derived from the respective capital of the Pershing Square Funds.

 

Item 5.

Interest in Securities of the Issuer

Items 5 (a) and (b) of the Original Schedule 13D are hereby amended and supplemented by adding the following information:

(a), (b) As of October 6, 2017, in addition to beneficially owning the Subject Shares stated above, representing approximately 4.97% of the outstanding Common Shares, the Pershing Square Funds have economic exposure to approximately 8,388,150 notional Common Shares referenced in the Swaps (as defined below), bringing their total aggregate economic exposure to 83,371,345 Common Shares (approximately 5.53% of the outstanding Common Shares). The percentage calculations in this paragraph are based on 1,507,639,931 shares of Common Stock outstanding as of July 28, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 2, 2017 for the quarterly period ended June 30, 2017.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:

(c) Exhibit 99.9 and Exhibit 99.10, which are incorporated by reference into this Item 5(c) as if restated in full, describe all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibits 99.9 and 99.10 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.

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Item 5(e) of the Schedule 13D is hereby amended and supplemented by adding the following information:

As of October 6, 2017, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons, for the accounts of the Pershing Square Funds, unwound certain American-style call options (with a 100 multiplier), sold Common Stock, and purchased certain cash-settled total return swaps (“Swaps”), as further detailed in Exhibit 99.10.

None of the options gives the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.

None of the Swaps gives the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. In addition, the Swaps do not provide for any physical settlement. Accordingly, the Reporting Persons disclaim any beneficial ownership of any notional Common Shares that may be referenced in the Swaps or Common Shares or other securities or financial instruments that may be held from time to time by the counterparty to the Swaps. The counterparty to the Swap is an affiliate of Nomura. A form of the Swaps has been previously attached as Exhibit 99.6 to the schedule 13D dated November 12, 2014, filed by the Reporting Persons, which is incorporated herein by reference. The foregoing summary of the Swaps is qualified in its entirety by reference to the language in such Exhibit 99.6.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

 

Exhibit 99.10		Trading data.

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 6, 2017

 

 

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INDEX TO EXHIBITS

 

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement, dated as of August 6, 2015, among Pershing Square, PS Management and William A. Ackman.*
Exhibit 99.2		Trading data.*
Exhibit 99.3		Form of Forward Purchase Contract.*
Exhibit 99.4		Form of Call Option Contract.*
Exhibit 99.5		Form of Amendment to Forward Purchase Contract.*
Exhibit 99.6		Trading data.*
Exhibit 99.7		Trading data.*
Exhibit 99.8		Trading data.*
Exhibit 99.9		Trading data.*
Exhibit 99.10		Trading data.

 

*	Previously filed.