Page 20 of 24 – SEC Filing
Item 5. Interest in Securities of the Issuer
(1) Part (a) of Item 5 of the Statement is amended by deleting (i) the eleventh through seventeenth paragraphs thereof and replacing them with the following:
Mr. Peltz directly owns and has the sole power to dispose of and the shared power to vote 9,901,064 shares of Common Stock. Included in such shares are 12,000 shares issuable with respect to stock options exercisable by Mr. Peltz within 60 days of the date of this Statement. Mr. May directly owns and has the sole power to dispose of and the shared power to vote 5,417,918 shares of Common Stock. Included in such shares are 12,000 shares issuable with respect to stock options exercisable by Mr. May within 60 days of the date of this Statement. Mr. Garden directly owns and has the sole power to dispose of and vote 240,365 shares of Common Stock. Mr. M. Peltz directly owns and has the sole power to dispose of and vote 28,270 shares of Common Stock.
Claudia Peltz, Mr. Peltz’s wife, is the beneficial owner of 44,169 shares of Common Stock. These shares were previously beneficially owned by the Peltz L.P., the general partner of which was a limited liability company of which Ms. Peltz was the sole member. Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by Ms. Peltz. Mr. Peltz disclaims beneficial ownership of such shares.
The Peltz 2009 Family Trust is the beneficial owner of 132,397 shares of Common Stock. Mrs. Peltz, Mr. M. Peltz and an unrelated person serve as the trustees of the Peltz 2009 Family Trust. The shares held by the Peltz 2009 Family Trust were previously beneficially owned by the NP 2009 GRAT, a trust of which Mr. Peltz was the sole trustee. Each of Mr. Peltz and Mr. M. Peltz may be deemed to beneficially own the shares of Common Stock owned by the 2009 Family Trust. Each of Mr. Peltz and Mr. M. Peltz disclaims beneficial ownership of such shares.
In addition, certain of Mr. Peltz’s children are the beneficial owners of 81,494 shares of Common Stock, including 81,104 shares of Common Stock beneficially owned by certain of Mr. Peltz’ minor children (the “Peltz Minor Children“), and 390 shares of Common Stock beneficially owned by certain of Mr. Peltz’s adult children that live in his household (the “Peltz Adult Children“). Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by his children. Mr. Peltz disclaims beneficial ownership of such shares.
The Peltz Family Foundation is the beneficial owner of 195,430 shares of Common Stock. Mr. and Mrs. Peltz, Mr. M. Peltz and an unrelated person serve as the trustees of the Peltz Family Foundation. Each of Mr. Peltz and Mr. M. Peltz may be deemed to beneficially own the shares of Common Stock owned by the Peltz Family Foundation. Each of Mr. Peltz and Mr. M. Peltz disclaims beneficial ownership of such shares.
The May Family Foundation is the beneficial owner of 32,910 shares of Common Stock. Mr. and Mrs. May and their two adult children serve as the directors of the May Family Foundation. Mr. May may be deemed to beneficially own the shares of Common Stock owned by the May Family Foundation. Mr. May disclaims beneficial ownership of such shares.
Pursuant to the Voting Agreement, Mr. Peltz may also be deemed to share voting power (but has no dispositive power) with respect to 5,417,918 shares of the Common Stock beneficially owned by Mr. May (excluding shares beneficially owned by the May Family Foundation, but including shares issuable with respect to stock options exercisable by Mr. May within 60 days of the date of this Statement), and Mr. May may also be deemed to share voting power (but has no dispositive power) with respect to 9,901,064 shares of the Common Stock beneficially owned by Mr. Peltz (excluding shares beneficially owned by Ms. Peltz, the Peltz Adult Children and the Peltz Family Foundation, but including shares issuable with respect to stock options exercisable by Mr. Peltz within 60 days of the date of this Statement). Accordingly, Mr. Peltz may be deemed to beneficially own such shares of Common Stock beneficially owned by Mr. May, and Mr. May may be deemed to beneficially own such shares of Common Stock beneficially owned by Mr. Peltz.
Trian Onshore directly owns 11,541,408 shares of Common Stock, Trian Master Fund directly owns 22,565,462 shares of Common Stock, Parallel Fund I directly owns 1,172,869 shares of Common Stock, Trian GP directly owns 12,798 shares of Common Stock, Fund-G II directly owns 663,203 shares of Common Stock, Fund-G III directly owns 162,088 shares of Common Stock, Fund-K directly owns 1,620,803 shares of Common Stock, and Fund-C directly owns 1,297,290 shares of Common Stock. Mr. Peltz, Mr. May and Mr. Garden, by virtue of their relationships to Trian Onshore, Trian Master Fund, Parallel Fund I, Fund-G II, Fund-G III, Fund-K, Fund-C, Trian GP, Trian GP LLC, Trian Management and Trian Management GP (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own the shares of Common Stock owned by Trian Onshore, Trian Master Fund, Parallel Fund I, Fund-G II, Fund-G III, Fund-K, Fund-C and Trian GP. Mr. Peltz, Mr. May and Mr. Garden disclaim beneficial ownership of such shares.
As a result, Mr. Peltz may be deemed to beneficially own an aggregate of 54,808,393 shares of Common Stock (including shares of Common Stock beneficially owned by Mr. May, Ms. Peltz, the Peltz 2009 Family Trust, Mr. Peltz’s children (including the Peltz Adult Children), the Peltz Family Foundation, Trian Onshore, Trian Master Fund, Trian GP, Parallel Fund I, Fund-G II, Fund-G III, Fund-K, Fund-C and Trian GP, but excluding shares beneficially owned by the May Family Foundation), representing approximately 22.33% of the outstanding shares of Common Stock. In addition, Mr. May may be deemed to beneficially own an aggregate of 54,601,314 shares of Common Stock (including shares of Common Stock beneficially owned by the May Family Foundation, Mr. Peltz, Trian Onshore, Trian Master Fund, Trian GP, Parallel Fund I, Fund-G II, Fund-G III, Fund-K, Fund-C and Trian GP, but excluding shares beneficially owned by Ms. Peltz, the Peltz Adult Children and the Peltz Family Foundation), representing approximately 22.24% of the outstanding shares of Common Stock. Mr. Garden may be deemed to beneficially own an aggregate of 39,276,286 shares of Common Stock (including shares of Common Stock beneficially owned by Trian Onshore, Trian Master Fund, Parallel Fund I, Fund-G II, Fund-G III, Fund-K, Fund-C and Trian GP), representing approximately 16.00% of the outstanding shares of Common Stock.
(2) Item 5 of the Statement is hereby amended and supplemented by deleting Part (a) and the first and second paragraphs of Part (b) of Item 5 of Amendment No. 50 and replacing them with the following:
(a) As of 4:00 p.m., New York City time, on June 5, 2017, the Filing Persons beneficially owned, in the aggregate, 55,109,938 shares of Common Stock, representing approximately 22.45% of the outstanding Common Stock (based upon 245,456,174 shares of Common Stock outstanding as of May 4, 2017, as reported in the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2017).
(b) Each of Trian Onshore, Trian Master Fund, Parallel Fund I, Trian GP, Fund-G II, Fund-G III, Fund-K and Fund-C beneficially and directly owns and has sole voting power and sole dispositive power with regard to 11,541,408, 22,565,462, 1,172,869, 12,798, 663,203, 162,088, 1,620,803, and 1,297,290 shares of Common Stock, respectively, in each case except to the extent that other Filing Persons as described in the Statement may be deemed to have shared voting power and shared dispositive power with regard to such shares.
Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Master Fund, Parallel Fund I, Fund-G II, Fund-G III, Fund-K and Fund-C (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian Onshore, Trian Master Fund, Parallel Fund I, Fund-G II, Fund-G III, Fund-K and Fund-C directly and beneficially own. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian GP directly and beneficially owns. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP LLC (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian GP LLC directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes.
(3) Part (c) of Item 5 of the Statement is amended and supplemented by the following:
Each of each of Messrs. Peltz, May and M. Peltz, in their capacities as directors of the Company, received 1,238 shares of Common Stock on January 3, 2017 and 1,259 shares of Common Stock on April 3, 2017, in each case, from the Company in lieu of Board of Directors retainer fees pursuant to the terms of the Company’s 2010 Omnibus Award Plan. In addition, each of Messrs. Peltz, May and M. Peltz received 6,510 restricted shares of Common Stock from the Company upon their re-election to the Board of Directors pursuant to the terms of the Company’s 2010 Omnibus Award Plan.
Except as set forth in the preceding paragraph, the following table sets forth all transactions by any of the Filing Persons with respect to the shares of Common Stock effected during the past sixty (60) days, inclusive of the transactions effected through 4:00 p.m., New York City time, on June 5, 2017. All such transactions were effected in a privately negotiated transaction. The prices set forth in the table do not include commissions.
| Name | Date | No. of Shares | Price Per Share ($) | Transaction Type |
| Strategic Fund | 06/5/2017 | 3,134,259 | 15.97 | Sale |
| Trian Onshore | 06/5/2017 | 51,579 | 15.97 | Sale |
| Trian Master Fund | 06/5/2017 | 2,314,162 | 15.97 | Sale |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The disclosures in Item 3 are incorporated herein by reference.
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