X0306 4 2014-01-21 0 0001103982 Mondelez International, Inc. MDLZ 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 Class A Common Stock 2014-01-21 4 A 0 1755 0.00 A 1755 D Class A Common Stock 41736238 I Please see explanation below Grant of deferred shares under the Issuer's Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors. The deferred shares are 100% vested, but receipt of the shares is deferred until the six-month anniversary of Mr. Peltz's separation from service as a director of Mondelez International. 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 Master Fund ERISA, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, 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 Fund (Sub)-G, L.P., Trian Partners SPV (SUB) VII, L.P., Trian SPV (Sub) VII-L, L.P. and Trian SPV (Sub) VII-TR, 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 Mondelez International held by them. (FN 2, 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 Mondelez International. Stuart I. Rosen, Attorney-in-Fact for Nelson Peltz 2014-01-23 Stuart I. Rosen, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 2014-01-23