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    SEC Form SC 13G/A filed by Ferguson plc (Amendment)

    2/14/23 5:20:47 PM ET
    $FERG
    Miscellaneous
    Miscellaneous
    Get the next $FERG alert in real time by email
    SC 13G/A 1 ferg13g02-14-2023.htm FERGUSON 13G
     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G
    Under the Securities Exchange Act of 1934
    (Amendment No. 1)*


    Ferguson plc
    (Name of Issuer)
    Ordinary Shares of 10 pence
    (Title of Class of Securities)
    G3421J106
    (CUSIP Number)
    December 31, 2022
    (Date of Event Which Requires Filing of this Statement)
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    [  ]  Rule 13d-1(b)
    [  ]  Rule 13d-1(c)
    [X]  Rule 13d-1(d)
    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

    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
     
    49,265
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    6
    SHARED VOTING POWER
     
    11,218,181
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
    49,265
     
    8
    SHARED DISPOSITIVE POWER
     
    11,218,181
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,267,446
    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
     
    5.4%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the announcement the Issuer sent to the London Stock Exchange on January 3, 2023 titled “Total Voting Rights” (the “Total Voting Rights Announcement”).



    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
     
    10,637
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    6
    SHARED VOTING POWER
     
    11,218,181
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
    10,637
     
    8
    SHARED DISPOSITIVE POWER
     
    11,218,181
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,228,818
    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
     
    5.4%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.

    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
     
    22,482
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    6
    SHARED VOTING POWER
     
    11,218,181
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
    22,482
     
    8
    SHARED DISPOSITIVE POWER
     
    11,218,181
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,240,663
    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
     
    5.4%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    11,218,181
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    11,218,181
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,218,181
    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
     
    5.4%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    IA

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    11,218,181
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    11,218,181
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,218,181
    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
     
    5.4%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    OO

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    4,377,875
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    4,377,875
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    4,377,875
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    4,377,875
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    4,377,875
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    4,377,875
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    1,196,330
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    1,196,330
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,196,330
    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
     
    0.6%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    1,489,123
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    1,489,123
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,489,123
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    291,517
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    291,517
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    291,517
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    710,468
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    710,468
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    710,468
    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
     
    0.3%*
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    1,743,340
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    1,743,340
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,743,340
    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)
     
    PN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    0
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    0
    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%
    12
    TYPE OF REPORTING PERSON (See Instructions)
     
    PN

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    155,800
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    155,800
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    155,800
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    408,364
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    408,364
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    408,364
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    198,892
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    198,892
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    198,892
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.
    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
     
    496,470
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    496,470
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    496,470
    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

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.

    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
     
    150,002
    EACH
    REPORTING
    PERSON
    WITH
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
    150,002
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,002
    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)
     
    OO

    * This calculation is based upon 207,235,163 Ordinary Shares outstanding as of December 31, 2022, as reported in the Total Voting Rights Announcement.

    Item 1(a):          Name of Issuer:
    The name of the issuer is Ferguson plc (the “Issuer”).
    Item 1(b):          Address of Issuer’s Principal Executive Offices:
    The Issuer’s principal executive office is located at 1020 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS, United Kingdom.
    Item 2(a):          Name of Person Filing:
    The persons filing this statement are Trian Investors 1, L.P., a Guernsey limited partnership (“Trian Investors”), Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership (“Strategic Fund-N”), Trian Partners Strategic Investment Fund-D, L.P., a Cayman Island limited partnership (“Strategic Fund-D”), Trian Partners Fund (Sub)-G, L.P., a Delaware limited partnership (“Fund G”), Trian Partners Strategic Fund-G II, L.P., a Delaware limited partnership (“Strategic Fund-G II”), Trian Partners Strategic Fund-G III, L.P., a Delaware limited partnership (“Strategic Fund-G III”), Trian Partners Strategic Fund-K, L.P., a Delaware limited partnership (“Strategic Fund-K”) and Trian Partners Co-Investment Opportunities Fund, Ltd., a Cayman Islands exempted company with limited liability (“Co-Investment Fund”, and collectively with Trian Investors, Trian Onshore, Trian Offshore, Parallel Fund, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K and Co-Investment Fund, the “Trian Funds”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Investors Management, LLC, a Delaware limited liability company (“Trian Investors Management”) and Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP” and together with Trian Management, Trian Investors Management and the Trian Funds, the “Trian Entities”), Nelson Peltz, Peter W. May and Edward P. Garden (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Reporting Persons”).
    Trian Management GP is the general partner of Trian Management, which serves as the management company for each of the Trian Funds, other than Trian Investors.  Trian Investors Management, which is is a wholly owned subsidiary of Trian Management, serves as the investment manager for Trian Investors.  Trian Management GP is controlled by Messrs. Peltz, May and Garden, who therefore are in a position to determine the investment and voting decisions made by each of the Trian Entities.  Each of Trian Management GP, Trian Management, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to the Trian Funds, 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 Securities Exchange Act of 1934, as amended (the “Act”)), the Ordinary Shares (as defined in Item 2(d) below) that each of the Trian Funds directly and beneficially owns.  Trian Investors Management, as the investment manager for Trian Investors, may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own, the Ordinary Shares that Trian Investors directly and beneficially owns. Each of Trian Management GP, Trian Management, Trian Investors Management, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Ordinary Shares for all other purposes.  In addition to the Ordinary Shares held by the Trian Funds, each of Nelson Peltz, Peter W. May and Edward P. Garden directly holds certain Ordinary Shares over which each individual has sole voting and dispositive power. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit I, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

    Item 2(b):          Address of Principal Business Office or, if None, Residence:
    The address of the principal business office of each of the Trian Entities is 280 Park Ave, 41st Floor, New York, New York 10017, except that the principal business address of Trian Investors is PO Box 286, Floor 2, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 4LY, and the principal business address of Trian Offshore, Strategic Fund-D, and Co-Inve:stment Fund is c/o DE (Cayman) Limited, Landmark Square, West Bay Road, PO Box 775, Grand Cayman, Cayman Islands, KY1-9006. The principal business address of each of Messrs. Peltz, May and Garden is 223 Sunset Avenue, Suite 223, Palm Beach, Florida 33480.
    Item 2(c):          Citizenship:
    Each of the Trian Entities are Delaware limited partnerships, except that Trian Management GP is a Delaware limited liability company, Trian Investors is a Guernsey limited partnership, Trian Offshore and Strategic Fund-D are Cayman Islands limited partnerships, and Co-Investment Fund is a Cayman Island exempted company with limited liability. Messrs. Peltz, May and Garden are United States citizens.
    Item 2(d):          Title of Class of Securities:
    Ordinary Shares of 10 pence (“Ordinary Shares”).
    Item 2(e):          CUSIP Number:
    G3421J106
    Item 3:
    If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
    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).
    If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:



     Item 4:
       Ownership:
     
     
     The percentages used herein are calculated based upon 207,235,163 Ordinary Shares issued and outstanding as of December 31, 2022, as reported in the announcement sent to the London Stock Exchange on January 3, 2023, titled “Total Voting Rights.” 

       As of the close of business on December 31, 2022:

     
    1.  Nelson Peltz
     
     (a) Amount beneficially owned: 11,267,446
     
     (b) Percent of class: 5.4%
     
     (c)Number of shares as to which the person has:
     (i) Sole power to vote or direct the vote: 49,265
     
     (ii) Shared power to vote or direct the vote: 11,218,181
     
     (iii) Sole power to dispose or direct the disposition: 49,265
     
     (iv) Shared power to dispose or direct the disposition: 11,218,181
     
     
     
    2.  Peter W. May
     
     (a) Amount beneficially owned: 11,228,818
     
     (b) Percent of class: 5.4%
     
     (c) Number of shares as to which the person has:
     (i) Sole power to vote or direct the vote: 10,637
     
     (ii) Shared power to vote or direct the vote: 11,218,181
     
     (iii) Sole power to dispose or direct the disposition: 10,637
     
     (iv) Shared power to dispose or direct the disposition: 11,218,181
     
     
     
    3.  Edward P. Garden
     
     (a) Amount beneficially owned:  11,240,663
     
     (b) Percent of class: 5.4%
     
     (c) Number of shares as to which the person has:
     (i) Sole power to vote or direct the vote: 22,482
     
     (ii) Shared power to vote or direct the vote: 11,218,181
     
     (iii) Sole power to dispose or direct the disposition: 22,482
     
     (iv) Shared power to dispose or direct the disposition: 11,218,181
     
     
     
    4. Trian Fund Management, L.P.
     
     (a) Amount beneficially owned: 11,218,181
     
     (b) Percent of class: 5.4%
     
     (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: 11,218,181
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 11,218,181
       
     
    5.  Trian Fund Management, GP LLC
     
     (a) Amount beneficially owned: 11,218,181
     
     (b) Percent of class: 5.4%
     
     (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: 11,218,181
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 11,218,181
       
     
    6.  Trian Investors Management, LLC
     
     (a) Amount beneficially owned: 4,377,875
     
     (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: 4,377,875
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 4,377,875
     
     
     
    7.  Trian Investors 1, L.P.
     
     (a) Amount beneficially owned:  4,377,875
     
     (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: 4,377,875
     
     (iii) Sole power to dispose or direct the disposition:  0
     
     (iv) Shared power to dispose or direct the disposition:  4,377,875
     
     
     
    8. Trian Partners, L.P.
     
     (a) Amount beneficially owned: 1,196,330
     
     (b) Percent of class: 0.6%
     
     (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:  1,196,330
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 1,196,330
       
     
    9.  Trian Partners Master Fund, L.P.
     
     (a) Amount beneficially owned:  1,489,123
     
     (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:  1,489,123
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 1,489,123
     
     
     
    10.  Trian Partners Parallel Fund I, L.P.
     
     (a) Amount beneficially owned:  291,517
     
     (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: 291,517
     
     (iii) Sole power to dispose or direct the disposition:  0
     
     (iv) Shared power to dispose or direct the disposition: 291,517
     
     
     
    11.  Trian Partners Strategic Investment Fund-A, L.P.
     
     (a) Amount beneficially owned:  710,468
     
     (b) Percent of class: 0.3%
     
     (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: 710,468
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 710,468
     
     
     
    12.  Trian Partners Strategic Investment Fund-N, L.P.
     
     (a) Amount beneficially owned:  1,743,340
     
     (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: 1,743,340
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 1,743,340
       
     
    13.  Trian Partners Strategic Investment Fund-D, L.P.
     
     (a) Amount beneficially owned:  0
     
     (b) Percent of class: Less than 0%
     
     (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: 0
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 0
       
     
    14.  Trian Partners Fund (Sub)-G, L.P.
     
     (a) Amount beneficially owned:  155,800
     
     (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: 155,800
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 155,800
       
     
    15.  Trian Partners Strategic Fund-G II, L.P.
     
     (a) Amount beneficially owned:  408,364
     
     (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: 408,364
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 408,364
       
     
    16.  Trian Partners Strategic Fund-G III, L.P.
     
     (a) Amount beneficially owned:  198,892
     
     (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: 198,892
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 198,892
       
     
    17.  Trian Partners Strategic Fund-K, L.P.
     
     (a) Amount beneficially owned:  496,470
     
     (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: 496,470
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 496,470
       
     
    18.  Trian Partners Co-Investment Opportunities Fund, Ltd.
     
     (a) Amount beneficially owned:  150,002
     
     (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: 150,002
     
     (iii) Sole power to dispose or direct the disposition: 0
     
     (iv) Shared power to dispose or direct the disposition: 150,002



     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 
     

     Item10:
     Certifications:
     
     
     
    Not Applicable




    SIGNATURES
     After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Dated: February 14, 2023

     
    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:
    Director
         
         
         
     
    /s/ Nelson Peltz
    Nelson Peltz
       
       
     
    /s/ Peter W. May
    Peter W. May
     
       
     
    /s/ Edward P. Garden
    Edward P. Garden
       
       


       Exhibit I
    JOINT FILING AGREEMENT
    In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares of Ferguson plc and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of February 2023.

     
    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:
    Director
         
         
         
     
    /s/ Nelson Peltz
    Nelson Peltz
       
       
     
    /s/ Peter W. May
    Peter W. May
     
       
     
    /s/ Edward P. Garden
    Edward P. Garden
       
       


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