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Filing Details

Accession Number:: 0001209191-15-084542
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-10 19:38:44
Reporting Period:: 2015-12-08

Filing Date:: 2015-12-10
Accepted Time:: 2015-12-10 19:38:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
96021	Sysco Corp	SYY	Wholesale-Groceries & Related Products (5140)	741648137

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1345471	Trian Fund Management, L.p.	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1422599	D. Joshua Frank	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
Common Stock	Acquisiton	2015-12-08	414,221	$40.90	42,476,859	No	4	P	Indirect	Please see explanation below
Common Stock	Acquisiton	2015-12-10	199,000	$41.11	42,675,859	No	4	P	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	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
Common Stock	Put-Call Option (right and obligation to buy)	Acquisiton	2015-12-08	80,220	$0.00	80,220	$41.14
Common Stock	Put-Call Option (right and obligation to buy)	Acquisiton	2015-12-09	505,320	$0.00	505,320	$41.13

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
80,220		2017-12-31	No	4	J	Indirect
505,320		2017-12-31	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,423	Direct

Footnotes

The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $40.57 to $41.30. The Reporting Persons 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.
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 Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic 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. and Trian SPV (Sub) XI, 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.
(FN 2, contd.) Mr. Frank is a limited partner of certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares which they hold. 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. Frank is a director of the Issuer.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $41.045 to $41.14. The Reporting Persons 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.
On each of December 8, 2015 and December 9, 2015, TPSIF II entered into a privately negotiated back-to-back call and put transaction (each, an "Option") with a counterparty through which it is entitled to the same economic gain or loss as if it had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to December 31, 2017 (the "Exercise Date"), TPSIF II may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price").
(FN 5, 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, TPSIF II also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call option has not been exercised by TPSIF II and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require TPSIF II, at its election, to 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 6, contd.) As part of these transactions, TPSIF II 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.