SEC FORM 3

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^*

Clouse Mark A.

(Last)

(First)

(Middle)

MONDELEZ INTERNATIONAL, INC.

THREE PARKWAY NORTH

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2012

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and President NA

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

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

X	Form filed by One Reporting Person
	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)
Class A Common Stock	61,563⁽¹⁾	D
Units	15,853⁽²⁾	I	by 401(k) plan

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽³⁾	02/02/2018	Class A Common Stock	12,240	$29.485⁽⁸⁾	D
Stock Option (right to buy)	⁽⁴⁾	02/20/2019	Class A Common Stock	15,240	$23.6385⁽⁸⁾	D
Stock Option (right to buy)	⁽⁵⁾	02/21/2020	Class A Common Stock	22,680	$29.145⁽⁸⁾	D
Stock Option (right to buy)	⁽⁶⁾	02/23/2021	Class A Common Stock	37,710	$31.825⁽⁸⁾	D
Stock Option (right to buy)	⁽⁷⁾	02/23/2022	Class A Common Stock	41,450	$37.995⁽⁸⁾	D

Explanation of Responses:

1. Total number of shares includes 34,750 shares of restricted stock awarded under Mondelez International's Amended and Restated 2005 Performance Incentive Plan. Shares will vest as follows: 3,780 shares on February 22, 2013; 6,290 shares on February 24, 2014; 4,442 shares on October 2, 2012; 13,328 shares on October 7, 2014; and 6,910 on February 23, 2015.

2. Units represent interests in the Mondelez International Stock Fund, which are payable in cash. The reporting person's interests in the Kraft Foods Stock Fund fluctuate with the fund's performance. The information in this report is based on a plan statement dated as of August 1, 2012.

3. Options will vest in three annual installments as follows: 33% on February 4, 2009; 33% on February 4, 2010; and 34% on February 4, 2011.

4. Options will vest in three annual installments as follows: 33% on February 19, 2010; 33% on February 18, 2011; and 34% on February 17, 2012.

5. Options will vest in three annual installments as follows: 33% on February 22, 2011; 33% on February 22, 2012; and 34% on February 22, 2013.

6. Options will vest in three annual installments as follows: 33% on February 23, 2012; 33% on February 25, 2013; and 34% on February 24, 2014.

7. Options will vest in three annual installments as follows: 33% on February 25, 2013; 33% on February 24, 2014; and 34% on February 23, 2015.

8. As a result of the Issuer's spin-off of Kraft Foods Group, Inc. on October 1, 2012, these stock options are subject to an intrinsic value adjustment as described in the Employee Matters Agreement, dated as of September 27, 2012.

	/s/ Irma Villarreal, by Power of Attorney	10/04/2012
	** 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 5 (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).
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