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