SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* MILLENCO LLC (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/10/2008	3. Issuer Name and Ticker or Trading Symbol TRIAN ACQUISITION I CORP. [ TUX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/15/2008
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,063,989(1)(2)(3)(4)	D(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MILLENCO LLC (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILLENNIUM MANAGEMENT LLC (Last) (First) (Middle) 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed a group member.

1. Name and Address of Reporting Person* ENGLANDER ISRAEL A (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed a group member.

Explanation of Responses:

1. This Form 3 is being amended to correct the amount of common stock, par value $0.001 per share ("Common Stock"), of Trian Acquisition I Corp. (the "Issuer"), beneficially owned by Millenco LLC, a Delaware limited liability company ("Millenco"), upon becoming a 10% owner of the Issuer's Common Stock.

2. Upon becoming a 10% owner of the Issuer's Common Stock on October 10, 2008, Millenco was the beneficial owner of 13,063,989 shares of the Issuer's Common Stock, of which 6,811,464 shares were a constituent part of the Issuer's units. Each unit consists of one share of Common Stock and one warrant to purchase the Issuer's Common Stock ("Unit").

3. Each warrant will entitle the holder to purchase one share of the Company's Common Stock at a price of $7.00 ("Warrant"). Each Warrant will become exercisable upon the Company's completion of a business combination. (No Warrants will be exercisable unless at the time of exercise a prospectus relating to Common Stock issuable upon exercise of the Warrants is current and the issuance of such Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants.) The Warrants will expire on January 23, 2013, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.

4. In addition to the 6,811,764 Warrants held by Millenco as a constituent part of the Units, Millenco held an additional 616,380 Warrants. Catapult Partners, Ltd., an affiliate of the Reporting Persons, held 29,500 Warrants. The above-described Warrants are not currently exercisable.

5. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. Consequently, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millenco.

6. As previously reported, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies") acquired 11,242,161 of the above-described shares of the Issuer's Common Stock on October 24, 2008, via an intercompany transfer between Millenco and Integrated Core Strategies, each of which is wholly-owned by the same entity. For all filers except Millenco, such transaction was exempt under Rule 16a-13 promulgated under the Securities Exchange Act of 1934. Following the intercompany transfer, Integrated Core Strategies was the beneficial owner of 11,242,161 shares of the Issuer's Common Stock and Millenco was the beneficial owner of 2,082,128 shares of the Issuer's Common Stock.

Remarks:

*MILLENCO LLC, By: Mark Meskin, Chief Executive Officer

	*Mark Meskin, Chief Executive Officer	02/13/2009
	** Signature of Reporting Person	Date
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