Nelson Peltz - May 25, 2021 Form 4 Insider Report for SYSCO CORP (SYY)

Role
Director
Signature
Daniel R. Marx, Attorney-in-Fact for Nelson Peltz
Stock symbol
SYY
Transactions as of
May 25, 2021
Transactions value $
-$103,861,968
Form type
4
Date filed
5/27/2021, 08:15 PM
Previous filing
May 20, 2021
Next filing
Jun 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYY Common Stock Sale -$13.1M -160K -0.78% $81.73 20.4M May 25, 2021 Please see explanation below F1, F2, F3, F4
transaction SYY Common Stock Sale -$61.8M -760K -3.72% $81.27 19.7M May 26, 2021 Please see explanation below F1, F3, F4, F5
transaction SYY Common Stock Sale -$29M -357K -1.82% $81.08 19.3M May 27, 2021 Please see explanation below F1, F3, F4, F6
transaction SYY Common Stock Sale -$32.7K -400 0% $81.75 19.3M May 27, 2021 Please see explanation below F1, F3, F4, F7
holding SYY Common Stock 4.84K May 25, 2021 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents sales of shares made in connection with the expiration of a multi-year lockup period of a Trian Entity (as defined below).
F2 The price shown in Column 4 is a weighted average sale price. The price range for the sales is $81.50 to $82.19. The Reporting Person undertake 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.
F3 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 Parallel Fund I, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Co-Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, 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 Co-Investment Opportunities Fund, Ltd., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (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
F4 (FN 3, contd.) determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of the general partner of Trian Partners SPV XI GP, L.P. ("SPV XI GP"), and is therefore in a position to determine its investment and voting decisions. Accordingly, Mr. Peltz 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 Trian Management and the Trian Entities, as well as the shares beneficially owned by SPV XI GP. 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.
F5 The price shown in Column 4 is a weighted average sale price. The price range for the sales is $81.00 to $81.71. The Reporting Person undertake 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.
F6 The price shown in Column 4 is a weighted average sale price. The price range for the sales is $80.75 to $81.74. The Reporting Person undertake 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.
F7 The price shown in Column 4 is a weighted average sale price. The price range for the sales is $81.745 to $81.75. The Reporting Person undertake 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.

Remarks:

The shares which are reported on this filing as being indirectly held by Mr. Peltz and Trian Management through their relationship with the Trian Entities, and the transactions with respect to such shares, are also reported in the filings made by Mr. Frank and Trian Management, and represent the same shares and transactions.