0001209191-19-054674.txt : 20191031
0001209191-19-054674.hdr.sgml : 20191031
20191031200747
ACCESSION NUMBER: 0001209191-19-054674
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191029
FILED AS OF DATE: 20191031
DATE AS OF CHANGE: 20191031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00434
FILM NUMBER: 191184908
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Trian Fund Management, L.P.
DATE OF NAME CHANGE: 20051128
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PELTZ NELSON
CENTRAL INDEX KEY: 0000928265
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00434
FILM NUMBER: 191184909
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: NELSON PELTZ
DATE OF NAME CHANGE: 19940810
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROCTER & GAMBLE Co
CENTRAL INDEX KEY: 0000080424
STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
IRS NUMBER: 310411980
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: ONE PROCTER & GAMBLE PLAZA
CITY: CINCINNATI
STATE: OH
ZIP: 45202
BUSINESS PHONE: 5139831100
MAIL ADDRESS:
STREET 1: ONE PROCTER & GAMBLE PLAZA
CITY: CINCINNATI
STATE: OH
ZIP: 45202
FORMER COMPANY:
FORMER CONFORMED NAME: PROCTER & GAMBLE CO
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-29
0
0000080424
PROCTER & GAMBLE Co
PG
0000928265
PELTZ NELSON
280 PARK AVENUE
41ST FLOOR
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
0
Common Stock
2019-10-29
4
S
0
609973
123.6763
D
36018394
I
Please see explanation below
Common Stock
2019-10-29
4
S
0
326307
124.2323
D
35692087
I
Please see explanation below
Common Stock
2019-10-30
4
S
0
271398
124.0863
D
35420689
I
Please see explanation below
Common Stock
2019-10-30
4
S
0
733482
124.8396
D
34687207
I
Please see explanation below
Common Stock
2019-10-31
4
S
0
109847
123.8558
D
34577360
I
Please see explanation below
Common Stock
2019-10-31
4
S
0
97120
125.0202
D
34480240
I
Please see explanation below
Common Stock
2019-10-31
4
J
0
2094290
124.51
D
32385950
I
Please see explanation below
Common Stock
3844
D
Includes sales of shares in connection with the expiration of a lock-up period for certain limited partners in the parent of a Trian Entity (as defined below).
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.25 to $123.995. 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 Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Co-Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Strategic Fund-K, L.P., Trian Partners Strategic Fund-C, Ltd., Trian Partners Co-Investment Opportunities Fund, Ltd. and Trian SPV (Sub) XII, L.P (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.
(FN 3, contd.) 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. Accordingly, Mr. Peltz and Trian Management 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. 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 sale is $124.00 to $124.55. 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.
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.50 to $124.49. 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.
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $124.4950 to $125.16. 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.
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.50 to $124.315. 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.
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $124.55 to $125.41. 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.
Represents a transfer of shares to certain limited partners of the parent of a Trian Entity in connection with the expiration of the lock-up period referred to above.
The reduction in the holdings of the Trian Entities reported in this Form 4 resulted primarily from the transfer of shares, as well as the sales of shares, in connection with the expiration of the lock-up period referred to above.
Daniel R. Marx, Attorney-In-Fact for Nelson Peltz
2019-10-31
Daniel R. Marx, Attorney-In-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.
2019-10-31