(Amendment No. )*
1
|
NAME OF REPORTING PERSON
Nelson Peltz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
11,391,981
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
11,391,981
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,391,981
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME OF REPORTING PERSON
Peter W. May
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
11,391,981
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
11,391,981
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,391,981
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME OF REPORTING PERSON
Edward P. Garden
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
11,391,981
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
11,391,981
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,391,981
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME OF REPORTING PERSON
Trian Fund Management, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
11,391,981
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
11,391,981
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,391,981
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
1
|
NAME OF REPORTING PERSON
Trian Fund Management GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
11,391,981
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
11,391,981
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,391,981
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1
|
NAME OF REPORTING PERSON
Trian Investors Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
4,730,694
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
4,730,694
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,730,694
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
1
|
NAME OF REPORTING PERSON
Trian Investors 1, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
4,730,694
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
4,730,694
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,730,694
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
831,429
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
831,429
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,429
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Master Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,147,069
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
1,147,069
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,069
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Parallel Fund I, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
193,065
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
193,065
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,065
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-A, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
448,730
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
448,730
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,730
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-N, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,500,436
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
1,500,436
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,436
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-D, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
32,889
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
32,889
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,889
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Fund (Sub)-G, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
90,158
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
90,158
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,158
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
256,721
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
256,721
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,721
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
131,136
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
131,136
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,136
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-K, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
366,152
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
366,152
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,152
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSON
Trian Partners Co-Investment Opportunities Fund, Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
5
|
SOLE VOTING POWER
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,663,502
|
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
1,663,502
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,663,502
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%*
|
||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
A.
|
[ ] Broker or dealer registered under Section 15 of the Act;
|
B.
|
[ ] Bank as defined in Section 3(a)(6) of the Act;
|
C.
|
[ ] Insurance Company as defined in Section 3(a)(19) of the Act;
|
D.
|
[ ] Investment Company registered under Section 8 of the Investment Company Act of 1940;
|
E.
|
[ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E;
|
F.
|
[ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F);
|
G.
|
[ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G);
|
H.
|
[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
I.
|
[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
|
J.
|
[ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
K.
|
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
1. Nelson Peltz
|
|
(a) Amount beneficially owned: 11,391,981
|
|
(b) Percent of class: 5.2%
|
|
(c)Number of shares as to which the person has:
(i) Sole power to vote or direct the vote:0
|
|
(ii) Shared power to vote or direct the vote: 11,391,981
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 11,391,981
|
|
2. Peter W. May
|
|
(a) Amount beneficially owned: 11,391,981
|
|
(b) Percent of class: 5.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 11,391,981
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 11,391,981
|
|
3. Edward P. Garden
|
|
(a) Amount beneficially owned: 11,391,981
|
|
(b) Percent of class: 5.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 11,391,981
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 11,391,981
|
|
4. Trian Fund Management, L.P.
|
|
(a) Amount beneficially owned: 11,391,981
|
|
(b) Percent of class: 5.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 11,391,981
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 11,391,981
|
|
|
5. Trian Fund Management, GP LLC
|
(a) Amount beneficially owned: 11,391,981
|
|
(b) Percent of class: 5.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 11,391,981
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 11,391,981
|
|
|
|
6. Trian Investors Management, LLC
|
|
(a) Amount beneficially owned: 4,730,694
|
|
(b) Percent of class: 2.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 4,730,694
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 4,730,694
|
|
|
|
7. Trian Investors 1, L.P.
|
|
(a) Amount beneficially owned: 4,730,694
|
|
(b) Percent of class: 2.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 4,730,694
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 4,730,694
|
|
|
|
8. Trian Partners, L.P.
|
|
(a) Amount beneficially owned: 831,429
|
|
(b) Percent of class: 0.4%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 831,429
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 831,429
|
|
9. Trian Partners Master Fund, L.P.
|
|
(a) Amount beneficially owned: 1,147,069
|
|
(b) Percent of class: 0.5%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 1,147,069
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 1,147,069
|
|
10. Trian Partners Parallel Fund I, L.P.
|
|
(a) Amount beneficially owned: 193,065
|
|
(b) Percent of class: 0.1%
|
|
(c)(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 193,065
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 193,065
|
|
11. Trian Partners Strategic Investment Fund-A, L.P.
|
|
(a) Amount beneficially owned: 448,730
|
|
(b) Percent of class: 0.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 448,730
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 448,730
|
|
12. Trian Partners Strategic Investment Fund-N, L.P.
|
|
(a) Amount beneficially owned: 1,500,436
|
|
(b) Percent of class: 0.7%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 1,500,436
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 1,500,436
|
|
13. Trian Partners Strategic Investment Fund-D, L.P.
|
|
(a) Amount beneficially owned: 32,889
|
|
(b) Percent of class: Less than 0.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 32,889
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 32,889
|
|
14. Trian Partners Fund (Sub)-G, L.P.
|
|
(a) Amount beneficially owned: 90,158
|
|
(b) Percent of class: Less than 0.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 90,158
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 90,158
|
|
15. Trian Partners Strategic Fund-G II, L.P.
|
|
(a) Amount beneficially owned: 256,721
|
|
(b) Percent of class: 0.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 256,721
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 256,721
|
|
16. Trian Partners Strategic Fund-G III, L.P.
|
|
(a) Amount beneficially owned: 131,136
|
|
(b) Percent of class: 0.1%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 131,136
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 131,136
|
|
17. Trian Partners Strategic Fund-K, L.P.
|
|
(a) Amount beneficially owned: 366,152
|
|
(b) Percent of class: 0.2%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 366,152
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 366,152
|
|
18. Trian Partners Co-Investment Opportunities Fund, Ltd.
|
|
(a) Amount beneficially owned: 1,663,502
|
|
(b) Percent of class: 0.8%
|
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 1,663,502
|
|
(iii) Sole power to dispose or direct the disposition: 0
|
|
(iv) Shared power to dispose or direct the disposition: 1,663,502
|
|
Item 5:
|
Ownership of Five Percent or Less of a Class:
|
Not Applicable
|
|
Item 6:
|
Ownership of More than Five Percent on Behalf of Another Person:
|
Not Applicable.
|
|
Item 7:
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Not Applicable.
|
|
Item 8:
|
Identification and Classification of Members of the Group:
|
Not Applicable.
|
|
Item 9:
|
Notice of Dissolution of Group:
|
Not Applicable.
|
|
Item 10:
|
Certifications:
|
Not Applicable.
|
TRIAN FUND MANAGEMENT, L.P.
|
||||
By:
|
Trian Fund Management GP, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN FUND MANAGEMENT GP, LLC
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN INVESTORS MANAGEMENT, LLC
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Chief Investment Officer
|
|||
TRIAN INVESTORS 1, L.P.
|
||||
By:
|
Trian Investors 1 General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS, L.P.
|
||||
By:
|
Trian Partners GP, L.P., its general partner
|
|||
By:
|
Trian Partners General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS MASTER FUND, L.P.
|
||||
By:
|
Trian Partners GP, L.P., its general partner
|
|||
By:
|
Trian Partners General Partner, LLC, its general partner
|
|||
By:
|
/s/Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS PARALLEL FUND I, L.P.
|
||||
By:
|
Trian Partners Parallel Fund I General Partner, LLC, its general partner
|
|||
By:
|
/s/Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-D General Partner, LLC., its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-K, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-K GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-K General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS FUND (SUB)-G, L.P.
|
||||
By:
|
Trian Partners Investment Fund-G GP, L.P., its general partner
|
|||
By:
|
Trian Partners Investment Fund-G General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-G II, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-G II GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-G III GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS CO-INVESTMENT OPPORTUNITIES FUND, LTD.
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
/s/ Nelson Peltz
Nelson Peltz
|
||||
/s/ Peter W. May
Peter W. May
|
||||
/s/ Edward P. Garden
Edward P. Garden
|
||||
TRIAN FUND MANAGEMENT, L.P.
|
||||
By:
|
Trian Fund Management GP, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN FUND MANAGEMENT GP, LLC
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN INVESTORS MANAGEMENT, LLC
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Chief Investment Officer
|
|||
TRIAN INVESTORS 1, L.P.
|
||||
By:
|
Trian Investors 1 General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS, L.P.
|
||||
By:
|
Trian Partners GP, L.P., its general partner
|
|||
By:
|
Trian Partners General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS MASTER FUND, L.P.
|
||||
By:
|
Trian Partners GP, L.P., its general partner
|
|||
By:
|
Trian Partners General Partner, LLC, its general partner
|
|||
By:
|
/s/Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS PARALLEL FUND I, L.P.
|
||||
By:
|
Trian Partners Parallel Fund I General Partner, LLC, its general partner
|
|||
By:
|
/s/Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
|
||||
By:
|
Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Investment Fund-D General Partner, LLC., its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-K, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-K GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-K General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS FUND (SUB)-G, L.P.
|
||||
By:
|
Trian Partners Investment Fund-G GP, L.P., its general partner
|
|||
By:
|
Trian Partners Investment Fund-G General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-G II, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-G II GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
|
||||
By:
|
Trian Partners Strategic Fund-G III GP, L.P., its general partner
|
|||
By:
|
Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
|
|||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
TRIAN PARTNERS CO-INVESTMENT OPPORTUNITIES FUND, LTD.
|
||||
By:
|
/s/ Edward P. Garden
|
|||
Name:
|
Edward P. Garden
|
|||
Title:
|
Member
|
|||
/s/ Nelson Peltz
Nelson Peltz
|
||||
/s/ Peter W. May
Peter W. May
|
||||
/s/ Edward P. Garden
Edward P. Garden
|
||||