X0304 4 2012-02-29 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 2012-02-29 4 S 0 106300 53.0236 D 731584 I Please see explanation below Common Stock, $.25 Par Value 2012-03-01 4 S 0 6700 52.9757 D 724884 I Please see explanation below Common Stock, $.25 Par Value 3250 D The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.00 to $53.11. The reporting persons undertake 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, L.P ("Trian Management") 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") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP") and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. (FN 2, 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 Trian Entities and Trian GP. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests 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 $52.92 to $53.00. The reporting persons undertake 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 2012-03-02 By: Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2012-03-02