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Trian Fund Management, L.P., et al. – ‘4’ for 6/7/21 re: Sysco Corp.

On:  Wednesday, 6/9/21, at 4:58pm ET   ·   For:  6/7/21   ·   Accession #:  1209191-21-39213   ·   File #:  1-06544

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/09/21  Trian Fund Management, L.P.       4                      1:10K  Sysco Corp.                       DONNELLEY FIN… File16/FA
          Frank Joshua D.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Frank Joshua D.
(Last)(First)(Middle)
280 PARK AVENUE
41ST FLOOR
(Street)
NEW YORKNY10017
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [ SYY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
6/7/21
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 6/7/21S (1) 650,000D$79.5573 (2)18,666,044IPlease see explanation below (3) (4)
Common Stock 6/8/21S (1) 800,000D$80.1659 (5)17,866,044IPlease see explanation below (3) (4)
Common Stock 4,840D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Frank Joshua D.
(Last)(First)(Middle)
280 PARK AVENUE
41ST FLOOR
(Street)
NEW YORKNY10017
(City)(State)(Zip)
1. Name and Address of Reporting Person*
TRIAN FUND MANAGEMENT, L.P.
(Last)(First)(Middle)
280 PARK AVENUE
41ST FLOOR
(Street)
NEW YORKNY10017
(City)(State)(Zip)
Explanation of Responses:
(1)  Represents sales of shares made in connection with the expiration of a multi-year lockup period of a Trian Entity (as defined below).
(2)  The price shown in Column 4 is a weighted average sale price. The price range for the sales is $79.36 to $79.87. 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.
(3)  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 CoInvestment 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.
(4)  (FN 3, contd.) Mr. Frank is a limited partner of Trian Partners SPV XI GP, L.P. ("SPV XI GP") and certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares held by SPV XI GP, the Trian Entities and Trian Management. 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.
(5)  The price shown in Column 4 is a weighted average sale price. The price range for the sales is $79.8950 to $80.52. 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. Frank 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. Peltz and Trian Management, and represent the same shares and transactions.
Daniel R. Marx, Attorney-in-Fact for Joshua Frank 6/9/21
By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 6/9/21
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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