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