0001011438-16-000432.txt : 20160216 0001011438-16-000432.hdr.sgml : 20160215 20160216160422 ACCESSION NUMBER: 0001011438-16-000432 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: KEITH MEISTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YUM BRANDS INC CENTRAL INDEX KEY: 0001041061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133951308 STATE OF INCORPORATION: NC FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52175 FILM NUMBER: 161427928 BUSINESS ADDRESS: STREET 1: 1441 GARDINER LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 BUSINESS PHONE: 5028748300 MAIL ADDRESS: STREET 1: 1900 COLONEL SANDERS LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 FORMER COMPANY: FORMER CONFORMED NAME: TRICON GLOBAL RESTAURANTS INC DATE OF NAME CHANGE: 19970627 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN RESTAURANT CO DATE OF NAME CHANGE: 19970618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Corvex Management LP CENTRAL INDEX KEY: 0001535472 IRS NUMBER: 274190685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 474 6700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 SC 13G 1 form_sc13g-yum.htm form_sc13g-yum.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  )*

YUM! BRANDS, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

988498101
(CUSIP Number)

December 31, 2015
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
 [X]
 Rule 13d-1(d)

*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 the 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).


 
 

 

 
 
 


CUSIP NO. 988498101 
  


1.
Names of Reporting Persons

CORVEX MANAGEMENT LP


2.
Check the Appropriate Box If a Member of a Group (See Instructions)

a.  
[   ]

b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
  
21,040,195
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
21,040,195
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

21,040,195

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


5.0%

12.
Type of Reporting Person (See Instructions)

PN, IA

 
 
 

 

CUSIP NO.  988498101 
  


1.
Names of Reporting Persons

KEITH MEISTER


2.
Check the Appropriate Box If a Member of a Group (See Instructions)

a.  
[   ]

b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

UNITED STATES

 
5.
Sole Voting Power
Number of
Shares
  
21,040,195
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
21,040,195
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

21,040,195

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

5.0%

12.
Type of Reporting Person (See Instructions)

IN, HC

 
 
 


 
Item 1(a).
Name of Issuer:
   
 
Yum! Brands, Inc. (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
1441 Gardiner Lane
 
Louisville, Kentucky 40213
   
Item 2(a).
Name of Person Filing
   
 
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

i)  
Corvex Management LP (“Corvex”); and

ii)  
Keith Meister, in his capacity as the control person of the general partner of Corvex (“Mr. Meister”).

 
This statement relates to Shares (as defined below) held for the accounts of certain private investment funds for which Corvex acts as investment adviser.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each of the Reporting Persons is 667 Madison Avenue, New York, New York 10065.

Item 2(c).
Citizenship:

i)  
Corvex is a Delaware limited partnership; and

ii)  
Mr. Meister is a citizen of the United States.


Item 2(d).
Title of Class of Securities:
 
 
Common Stock, no par value (the “Shares”).
 
Item 2(e).
CUSIP Number:
   
 
988498101 


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
This Item 3 is not applicable.
   
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 21,040,195 Shares.
   
Item 4(b).
Percent of Class:
   
 
Based upon the approximately 420,000,000 Shares outstanding as of December 26, 2015, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on February 3, 2016, the 21,040,195 Shares reporteted above represent 5.0% of the total number of Shares outstanding.
   
Item 4(c).
Number of shares as to which such person has:
   

 
Corvex
 
(i)
Sole power to vote or direct the vote
21,040,195
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
21,040,195
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Mr. Meister
 
(i)
Sole power to vote or direct the vote
21,040,195
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
21,040,195
 
(iv)
Shared power to dispose or to direct the disposition of
0

Item 5.
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
The limited partners of (or investors in) the private investment funds for which Corvex acts as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
The general partner of Corvex is controlled by Mr. Meister.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
This Item 10 is not applicable.


 
 
 

SIGNATURES

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


Date:  February 16, 2016
CORVEX MANAGEMENT LP
   
 
By:         /s/ Keith Meister
 
Keith Meister
 
Managing Partner

Date:  February 16, 2016
KEITH MEISTER
   
 
By:       /s/ Keith Meister

 




 
 
 

EXHIBIT INDEX
 
99.1
Joint Filing Agreement, dated as of February 16, 2016, by and among the Reporting Persons
   



EX-99.1 2 exhibit_99-1.htm exhibit_99-1.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, no par value, of Yum! Brands, Inc., dated as of February 16, 2016, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date:  February 16, 2016
CORVEX MANAGEMENT LP
   
 
By:         /s/ Keith Meister
 
Keith Meister
 
Managing Partner

Date:  February 16, 2016
KEITH MEISTER
   
 
By:       /s/ Keith Meister