X0303 4 2010-09-10 0 0000046640 HEINZ H J CO HNZ 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 0 1 less than 10% owner Common Stock, $.25 Par Value 2010-09-10 4 S 0 700000 46.8943 D 4163897 I Please see explanation below Common Stock, $.25 Par Value 2010-09-13 4 S 0 400000 46.7814 D 3763897 I Please see explanation below Common Stock, $.25 Par Value 2010-09-14 4 S 0 519914 46.771 D 3243983 I Please see explanation below Common Stock, $.25 Par Value 15250 D The price shown in Column 4 is a weighted average sale price. The price range for the sales is $46.725 to $46.985. 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. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner 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") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities"). (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Mr. Peltz is a member of each of Trian Management GP, Trian GP LLC and Parallel Fund I GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities. (FN 3, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities and the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $46.50 to $47.075. 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. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $46.60 to $46.90. 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. Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz 2010-09-14 By: Stuart I. Rosen, Attorney-In-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P. 2010-09-14