0001209191-15-017440.txt : 20150223
0001209191-15-017440.hdr.sgml : 20150223
20150223200013
ACCESSION NUMBER: 0001209191-15-017440
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141230
FILED AS OF DATE: 20150223
DATE AS OF CHANGE: 20150223
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
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: 15641500
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: 001-16483
FILM NUMBER: 15641501
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-12-30
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
2014-12-30
4
X
0
577998
32.8199
A
42314236
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
899000
32.8199
A
43213236
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
571552
34.2405
A
43784788
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
1026786
34.2405
A
44811574
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
936025
34.2405
A
45747599
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
66039
27.2249
A
45813638
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
382768
27.2249
A
46196406
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
94951
27.2249
A
46291357
I
Please see explanation below
Class A Common Stock
2014-12-30
4
X
0
2052
27.2249
A
46293409
I
Please see explanation below
Class A Common Stock
2015-02-19
4
P
0
915000
36.9755
A
47208409
I
Please see explanation below
Class A Common Stock
5616
D
Put-Call Option (right and obligation to buy)
32.6118
2014-12-30
4
X
0
577998
0.00
D
2016-11-08
Class A Common Stock
577998
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
32.4327
2014-12-30
4
X
0
899000
0.00
D
2016-11-08
Class A Common Stock
899000
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
35.4351
2014-12-30
4
X
0
571552
0.00
D
2017-01-08
Class A Common Stock
571552
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
34.7308
2014-12-30
4
X
0
1026786
0.00
D
2017-01-08
Class A Common Stock
1026786
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
35.1604
2014-12-30
4
X
0
936025
0.00
D
2017-01-08
Class A Common Stock
936025
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
27.8084
2014-12-30
4
X
0
66039
0.00
D
2016-01-18
Class A Common Stock
66039
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
28.0233
2014-12-30
4
X
0
382768
0.00
D
2016-01-18
Class A Common Stock
382768
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
27.9611
2014-12-30
4
X
0
94951
0.00
D
2016-01-18
Class A Common Stock
94951
0
I
Please see explanation below
Put-Call Option (right and obligation to buy)
27.986
2014-12-30
4
X
0
2052
0.00
D
2016-01-18
Class A Common Stock
2052
0
I
Please see explanation below
Each of Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund ERISA, L.P. ("ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("TPSIF-A"), Trian Partners Strategic Investment Fund-D, L.P. ("TPSIF-D"), Trian Partners Fund (Sub)-G, L.P. ("TPF-G"), Trian Partners SPV (SUB) VII, L.P. ("SPV VII"), Trian SPV (Sub) VII-L, L.P. ("SPV VII-L"), and Trian SPV (Sub) VII-TR, L.P. ("SPV VII-TR") and (collectively, the "Trian Option Holders") entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they acquired an economic interest in the indicated shares.
(FN 1, contd.) In these transactions, simultaneously with the purchase of each call option, the Trian Option Holders also sold a put option to the counterparty for the same number of shares pursuant to which, if on the expiration date of the options the exercise price per share of the call option were greater than the closing price of the shares on the expiration date (the "Closing Price"), then the counterparty would be entitled to cause the Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. On December 30, 2014, all of the call options acquired by the Trian Option Holders were exercised at the exercise prices noted in Table I.
The put-call option was previously reported at an exercise price of $32.6118 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Onshore, Trian Offshore, ERISA, Parallel, TPSIF, TPSIF II, TPSIF-A, TPSIF-D, TPS-G, SPV VII, SPV II-L and SPV VII-TR, Trian Partners Strategic Investment Fund-N, L.P. and Trian Partners Strategic Fund-G II, 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. 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.
(FN 4, contd.) 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.
The put-call option was previously reported at an exercise price of $32.4327 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $35.4351 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $34.7308 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $35.1604 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $27.8084 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $28.0233 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $27.9611 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The put-call option was previously reported at an exercise price of $27.986 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $36.83 to $37.05. The Reporting Persons undertakes 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 purchased at each separate price.
Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz
2015-02-23
Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.
2015-02-23