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Filing Details

Accession Number:: 0001209191-15-017440
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-02-23 20:00:13
Reporting Period:: 2014-12-30

Filing Date:: 2015-02-23
Accepted Time:: 2015-02-23 20:00:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1103982	Mondelez International Inc.	MDLZ	Food And Kindred Products (2000)	522284372

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-12-30	577,998	$32.82	42,314,236	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	899,000	$32.82	43,213,236	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	571,552	$34.24	43,784,788	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	1,026,786	$34.24	44,811,574	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	936,025	$34.24	45,747,599	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	66,039	$27.22	45,813,638	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	382,768	$27.22	46,196,406	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	94,951	$27.22	46,291,357	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2014-12-30	2,052	$27.22	46,293,409	No	4	X	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2015-02-19	915,000	$36.98	47,208,409	No	4	P	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	X	Indirect	Please see explanation below
No	4	P	Indirect	Please see explanation below

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	577,998	$0.00	577,998	$32.61
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	899,000	$0.00	899,000	$32.43
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	571,552	$0.00	571,552	$35.44
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	1,026,786	$0.00	1,026,786	$34.73
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	936,025	$0.00	936,025	$35.16
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	66,039	$0.00	66,039	$27.81
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	382,768	$0.00	382,768	$28.02
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	94,951	$0.00	94,951	$27.96
Class A Common Stock	Put-Call Option (right and obligation to buy)	Disposition	2014-12-30	2,052	$0.00	2,052	$27.99

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2016-11-08	No	4	X	Indirect
2016-11-08	No	4	X	Indirect
2017-01-08	No	4	X	Indirect
2017-01-08	No	4	X	Indirect
2017-01-08	No	4	X	Indirect
2016-01-18	No	4	X	Indirect
2016-01-18	No	4	X	Indirect
2016-01-18	No	4	X	Indirect
2016-01-18	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	5,616	Direct

Footnotes

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.