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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X | |||
Trian Partners GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X | |||
Trian Partners Strategic Fund-G II GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X | |||
Trian Partners Strategic Fund-G III GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X | |||
Trian Partners Strategic Fund-K GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X | |||
Trian Partners Strategic Fund-C GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017 |
X |
Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member | 05/16/2018 | |
**Signature of Reporting Person | Date | |
Edward P. Garden, member of the general partner of Trian Partners GP, L.P. | 05/16/2018 | |
**Signature of Reporting Person | Date | |
Edward P. Garden, member of the general partner of Trian Partners Strategic Fund-G II GP, L.P. | 05/16/2018 | |
**Signature of Reporting Person | Date | |
Edward P. Garden, member of the general partner of Trian Partners Strategic Fund-G III, GP, L.P. | 05/16/2018 | |
**Signature of Reporting Person | Date | |
Edward P. Garden, member of the general partner of Trian Partners Strategic Fund-K GP, L.P. | 05/16/2018 | |
**Signature of Reporting Person | Date | |
Edward P. Garden, member of the general partner of Trian Partners Strategic Fund-C GP, L.P. | 05/16/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.24 to $16.74. The reporting person undertakes 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 sold at each separate price. |
(2) | Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P ("Trian Management"), which serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"),Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), Trian Partners Strategic Fund-K, L.P. ("Fund-K") and Trian Partners Strategic Fund-C, Ltd. ("Fund-C" and collectively, the "Trian Funds"). |
(3) | (FN 2, contd.) Trian Partners General Partner, LLC is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K, GP, L.P., which is the GP of Fund-K and Trian Partners Strategic Fund-C General Partner, LLC is the GP of Trian Partners Strategic Fund-C GP, L.P., which is the GP of the feeder fund to Fund-C. |
(4) | Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
(5) | The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.34 to $16.67. The reporting person undertakes 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 sold at each separate price. |
(6) | The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.285 to $16.60. The reporting person undertakes 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 sold at each separate price. |
Remarks: Each of Trian Fund Management GP, LLC, Trian Partners General Partner, LLC, Trian Partners Parallel Fund I General Partner, LLC, Trian Partners Strategic Fund-G II General Partner, LLC, Trian Partners Strategic Fund-G III General Partner, LLC, Trian Partners Strategic Fund-K General Partner, LLC, Trian Partners Strategic Fund-C General Partner, LLC (the "GP LLC Entities"), and the Trian Funds (as defined in footnote 2 above) is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the GP LLC Entities and the Trian Funds have filed separate Form 4s that relate to the same securities and transactions reported herein. Thus, in total, there are 22 joint filers: the GP LLC Entities, the Trian Funds, Trian Management and each of the other persons that is a signatory to this Form 4. Nelson Peltz, Peter W. May and Edward P. Garden are in a position to determine the investment and voting decisions made on behalf of each of the 22 joint filers. Matthew Peltz ("M. Peltz") is a limited partner in each of the signatories to this Form 4 and is a member of the GP LLC Entities and as such has an indirect interest in the shares of the Issuer beneficially owned by the Trian Funds, the GP LLC Entities and the signatories to this Form 4. Messrs. Peltz, May, Garden and M. Peltz currently report their holdings and transactions in the Issuer's securities in separate filings. The holdings of securities of the Issuer and the transactions reported in this filing and in the filings by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May, Garden and M. Peltz and in each case relate to the same securities (reported as held indirectly by them) and transactions. |