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

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 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the announcement the Issuer sent to the London Stock Exchange on January 2, 2024 titled “Total Voting Rights” (the “Total Voting Rights Announcement”).

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, as reported in the Total Voting Rights Announcement.

* This calculation is based upon 203,307,537 Ordinary Shares outstanding as of December 31, 2023, 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-A GP, L.P., (“Strategic Fund-A GP”), Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership (“Strategic Fund-N”), 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-A GP, Strategic Fund-N, 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, Matthew Peltz, and Edward P. Garden (the Trian Entities and Messrs. N. Peltz, May, M. Peltz 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.  Each of Trian Management GP, Trian Management, Nelson Peltz and Peter W. May, 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. In addition to the Ordinary Shares held by the Trian Funds, each of Nelson Peltz, Peter W. May, Matthew Peltz and Edward P. Garden hold certain Ordinary Shares, either directly or through estate planning vehicles, 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.

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 and Co-Investment Fund is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The principal business address of each of Messrs. N. Peltz, May, M. Peltz, and Garden is 223 Sunset Avenue, Suite 150, 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 is a Cayman Islands limited partnership, and Co-Investment Fund is a Cayman Island exempted company with limited liability. Messrs. N. Peltz, May, M. Peltz, 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 203,307,537 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the announcement sent to the London Stock Exchange on January 2, 2024, titled “Total Voting Rights.”.  As of the close of business on December 31, 2023:

Item 5:	Ownership of Five Percent or Less of a Class:
	If this statment is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

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