0001209191-18-018183.txt : 20180308 0001209191-18-018183.hdr.sgml : 20180308 20180308174326 ACCESSION NUMBER: 0001209191-18-018183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180306 FILED AS OF DATE: 20180308 DATE AS OF CHANGE: 20180308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY PETER W CENTRAL INDEX KEY: 0000928264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16483 FILM NUMBER: 18677615 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 001-16483 FILM NUMBER: 18677614 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mondelez International, Inc. CENTRAL INDEX KEY: 0001103982 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 522284372 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-943-4000 MAIL ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: KRAFT FOODS INC DATE OF NAME CHANGE: 20000121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-03-06 0 0001103982 Mondelez International, Inc. MDLZ 0000928264 MAY PETER W 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR 41ST FLOOR NEW YORK NY 10017 1 0 0 0 Class A Common Stock 2018-03-06 4 S 0 18191062 43.61 D 17772662 I Please see explanation below Class A Common Stock 2018-03-06 4 X 1 182189 27.8084 A 17954851 I Please see explanation below Class A Common Stock 2018-03-06 4 J 1 182189 43.61 D 17772662 I Please see explanation below Class A Common Stock 2018-03-06 4 X 1 915985 28.0233 A 18688647 I Please see explanation below Class A Common Stock 2018-03-06 4 J 1 915985 43.61 D 17772662 I Please see explanation below Class A Common Stock 2018-03-06 4 X 1 261953 27.9611 A 18034615 I Please see explanation below Class A Common Stock 2018-03-06 4 J 1 261953 43.61 D 17772662 I Please see explanation below Class A Common Stock 2018-03-06 4 X 1 5659 27.986 A 17778321 I Please see explanation below Class A Common Stock 2018-03-06 4 J 1 5659 43.61 D 17772662 I Please see explanation below Class A Common Stock 1003 D Equity Swap 43.61 2018-03-06 4 X 1 182189 D 2020-01-21 Class A Common Stock 182189 0 I Please see explanation below Equity Swap 43.61 2018-03-06 4 X 1 915985 D 2020-01-21 Class A Common Stock 915985 0 I Please see explanation below Equity Swap 43.61 2018-03-06 4 X 1 261953 D 2020-01-21 Class A Common Stock 261953 0 I Please see explanation below Equity Swap 43.61 2018-03-06 4 X 1 5659 D 2020-01-21 Class A Common Stock 5659 0 I Please see explanation below Represents the sale of shares and the unwinding of equity swaps by two investment funds in connection with the winding up of such investment funds following the expiration of their respective lock-up periods. The shares and the swaps were the sole holdings of the investment funds and were acquired in 2013. Trian Fund Management, Inc. ("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 II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment, Fund-D, L.P., Trian Partners Strategic Investment Fund N, 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 SPV (SUB) VII, L.P., and Trian SPV (Sub) VII-L, L.P. ("SPV VII-L" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of Mondelez International, Inc. ("Mondelez International") held by them. (FN2, contd.) Mr. May 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. May 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. May is a director of Mondelez International. SPV VII-L previously entered into the equity swap agreements with a counterparty (collectively, the "Swap") with respect to an aggregate of 1,365,786 shares of Mondelez International. Under the terms of the Swap, on each settlement date applicable to the expiration or earlier termination of such Swap (each a "Settlement Date"): (i) SPV VII-L was obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and (ii) the counterparty was obligated to pay to SPV VII-L any positive price performance (capital appreciation) over (a) $27.8084 with respect to 182,189 reference shares,(b) $28.0233 with respect to 915,985 reference shares, (FN4, contd) (c) $27.9611 with respect to 261,953 reference shares and (d) $27.986 with respect to 5,659 reference shares (in each case plus a $0.03 commission) as of such Settlement Date plus any dividends paid during the life of the Swap. In addition, on each Settlement Date, SPV VII-L was obligated to pay to the counterparty a financing fee through such date at the rate set forth in the Swap. On March 6, 2018 the Swap was unwound in accordance with its terms at the noted prices per share. In addition, on each Settlement Date the counterparty paid to SPV VII-L an amount equal to the dividends paid on the reference shares during the term of the Swap and SPV VII-L paid to the counterparty the applicable financing fee. At no time during the Swap did Trian SPV VII-L ever hold any of the reference shares or have any voting or dispositive power over the reference shares Stacey L. Sayetta, Attorney-in-Fact for Peter W. May 2018-03-08 Stacey L. Sayetta, Attorney-in-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P. 2018-03-08