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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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).

* 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”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* 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, 41^st 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

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:

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

   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.