X0206 3 2015-08-21 0 0000096021 SYSCO CORP SYY 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 22803484 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0859 2018-06-08 Common Stock 259510 I Please see explanation below Put-Call Option (right and obligation to buy) 37.155 2018-06-08 Common Stock 289226 I Please see explanation below Put-Call Option (right and obligation to buy) 37.2317 2018-06-08 Common Stock 138695 I Please see explanation below Put-Call Option (right and obligation to buy) 37.1881 2018-06-08 Common Stock 554778 I Please see explanation below Put-Call Option (right and obligation to buy) 37.0156 2018-06-08 Common Stock 197692 I Please see explanation below Put-Call Option (right and obligation to buy) 36.9808 2018-06-08 Common Stock 288474 I Please see explanation below Put-Call Option (right and obligation to buy) 37.221 2018-06-08 Common Stock 100319 I Please see explanation below Put-Call Option (right and obligation to buy) 37.1765 2018-06-08 Common Stock 211243 I Please see explanation below Put-Call Option (right and obligation to buy) 37.4463 2018-06-08 Common Stock 500 I Please see explanation below Put-Call Option (right and obligation to buy) 38.4619 2018-06-08 Common Stock 1237653 I Please see explanation below Put-Call Option (right and obligation to buy) 38.3412 2018-06-08 Common Stock 1000000 I Please see explanation below Put-Call Option (right and obligation to buy) 38.2514 2018-06-08 Common Stock 539583 I Please see explanation below Put-Call Option (right and obligation to buy) 37.594 2018-06-08 Common Stock 2089221 I Please see explanation below Put-Call Option (right and obligation to buy) 36.1876 2018-06-08 Common Stock 3071665 I Please see explanation below Put-Call Option (right and obligation to buy) 36.0098 2018-06-08 Common Stock 497642 I Please see explanation below Put-Call Option (right and obligation to buy) 35.8882 2018-06-08 Common Stock 559541 I Please see explanation below Put-Call Option (right and obligation to buy) 35.7293 2018-06-08 Common Stock 707722 I Please see explanation below Put-Call Option (right and obligation to buy) 35.7442 2018-06-08 Common Stock 143407 I Please see explanation below Put-Call Option (right and obligation to buy) 36.1183 2018-06-08 Common Stock 134621 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2153 2018-06-08 Common Stock 53394 I Please see explanation below Put-Call Option (right and obligation to buy) 36.1805 2018-06-08 Common Stock 881151 I Please see explanation below Put-Call Option (right and obligation to buy) 35.9967 2018-06-08 Common Stock 631000 I Please see explanation below Put-Call Option (right and obligation to buy) 35.6995 2018-06-08 Common Stock 808356 I Please see explanation below Put-Call Option (right and obligation to buy) 35.849 2018-06-08 Common Stock 700000 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2012 2018-06-08 Common Stock 396000 I Please see explanation below Put-Call Option (right and obligation to buy) 36.3993 2018-06-08 Common Stock 150718 I Please see explanation below Put-Call Option (right and obligation to buy) 36.2589 2018-06-08 Common Stock 145282 I Please see explanation below Put-Call Option (right and obligation to buy) 37.5593 2018-06-08 Common Stock 1599453 I Please see explanation below Put-Call Option (right and obligation to buy) 37.7342 2018-06-08 Common Stock 131878 I Please see explanation below Put-Call Option (right and obligation to buy) 38.3702 2018-06-08 Common Stock 1089730 I Please see explanation below Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities") (FN 1, contd.) 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. 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. Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Coinvest Fund-A, Co-Investment Fund and SPV XI (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to June 8, 2018 (the "Exercise Date"), the applicable named Trian Option Holder may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price"). (FN 3, contd.) These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the applicable Trian Option Holder also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options have not been exercised by the applicable Trian Option Holder and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the applicable Trian Option Holder to, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of 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. (FN 4, contd.) As part of these transactions, the Trian Option Holders pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus an applicable spread. (1) Due to SEC limitations of 30 lines per table this is Form 1 of 2 being filed by the reporting persons for this Form 3. (2) The shares which are reported on this Form 3 as being indirectly held by Mr. Peltz and Trian Management through their relationship with the Trian Entities are also reported in the Form 3 filed by Mr. Frank and Trian Management as being indirectly held by them, and represent the same shares. Exhibit List: Exhibit 24.1 - Power of Attorney - Nelson Peltz Exhibit 24.2 - Power of Attorney - Trian Fund Management, L.P. Daniel R. Marx, Attorney-in-Fact for Nelson Peltz 2015-08-31 By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 2015-08-31