Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PELTZ NELSON
  2. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [SYY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
280 PARK AVENUE, 41ST FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2015
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/31/2015   X   259,510 A $ 37.0035 (1) (2) (3) 23,062,994 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   289,226 A $ 37.0715 (1) (2) (6) 23,352,220 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   138,695 A $ 37.1412 (1) (2) (7) 23,490,915 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   554,778 A $ 37.0962 (1) (2) (8) 24,045,693 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   197,692 A $ 36.9221 (1) (2) (9) 24,243,385 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   288,474 A $ 36.886 (1) (2) (10) 24,531,859 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   100,319 A $ 37.1256 (1) (2) (11) 24,632,178 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   211,243 A $ 37.0773 (1) (2) (12) 24,843,421 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   500 A $ 37.3441 (1) (2) (13) 24,843,921 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   1,237,653 A $ 38.3402 (1) (2) (14) 26,081,574 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   1,000,000 A $ 38.2129 (1) (2) (15) 27,081,574 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   539,583 A $ 38.1204 (1) (2) (16) 27,621,157 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   2,089,221 A $ 37.461 (1) (2) (17) 29,710,378 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   3,071,665 A $ 36.2932 (1) (2) (18) 32,782,043 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   497,642 A $ 36.1145 (1) (2) (19) 33,279,685 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   559,541 A $ 35.9908 (1) (2) (20) 33,839,226 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   707,722 A $ 35.8267 (1) (2) (21) 34,546,948 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   143,407 A $ 35.8407 (1) (2) (22) 34,690,355 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   134,621 A $ 36.2137 (1) (2) (23) 34,824,976 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   53,394 A $ 36.3097 (1) (2) (24) 34,878,370 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   881,151 A $ 36.2569 (1) (2) (25) 35,759,521 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   631,000 A $ 36.0718 (1) (2) (26) 36,390,521 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   808,356 A $ 35.7662 (1) (2) (27) 37,198,877 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   700,000 A $ 35.9128 (1) (2) (28) 37,898,877 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   396,000 A $ 36.2643 (1) (2) (29) 38,294,877 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   150,718 A $ 36.4626 (1) (2) (30) 38,445,595 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   145,282 A $ 36.319 (1) (2) (31) 38,590,877 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   1,599,453 A $ 37.6167 (1) (2) (32) 40,190,330 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   131,878 A $ 37.7914 (1) (2) (33) 40,322,208 I (4) (5) Please see explanation below (4) (5)
Common Stock 08/31/2015   X   1,089,730 A $ 38.4123 (1) (2) (34) 41,411,938 I (4) (5) Please see explanation below (4) (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put-Call Option (right and obligation to buy) $ 37.0035 (1) (2) (3) 08/31/2015   X     259,510   (1)(2) 06/08/2018 Common Stock 259,510 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.0715 (1) (2) (6) 08/31/2015   X     289,226   (1)(2) 06/08/2018 Common Stock 289,226 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.1412 (1) (2) (7) 08/31/2015   X     138,695   (1)(2) 06/08/2018 Common Stock 138,695 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.0962 (1) (2) (8) 08/31/2015   X     554,778   (1)(2) 06/08/2018 Common Stock 554,778 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.9221 (1) (2) (9) 08/31/2015   X     197,692   (1)(2) 06/08/2018 Common Stock 197,692 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.886 (1) (2) (10) 08/31/2015   X     288,474   (1)(2) 06/08/2018 Common Stock 288,474 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.1256 (1) (2) (11) 08/31/2015   X     100,319   (1)(2) 06/08/2018 Common Stock 100,319 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.0773 (1) (2) (12) 08/31/2015   X     211,243   (1)(2) 06/08/2018 Common Stock 211,243 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.3441 (1) (2) (13) 08/31/2015   X     500   (1)(2) 06/08/2018 Common Stock 500 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 38.3402 (1) (2) (14) 08/31/2015   X     1,237,653   (1)(2) 06/08/2018 Common Stock 1,237,653 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 38.2129 (1) (2) (15) 08/31/2015   X     1,000,000   (1)(2) 06/08/2018 Common Stock 1,000,000 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 38.1204 (1) (2) (16) 08/31/2015   X     539,583   (1)(2) 06/08/2018 Common Stock 539,583 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.461 (1) (2) (17) 08/31/2015   X     2,089,221   (1)(2) 06/08/2018 Common Stock 2,089,221 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.2932 (1) (2) (18) 08/31/2015   X     3,071,665   (1)(2) 06/08/2018 Common Stock 3,071,665 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.1145 (1) (2) (19) 08/31/2015   X     497,642   (1)(2) 06/08/2018 Common Stock 497,642 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 35.9908 (1) (2) (20) 08/31/2015   X     559,541   (1)(2) 06/08/2018 Common Stock 559,541 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 35.8267 (1) (2) (21) 08/31/2015   X     707,722   (1)(2) 06/08/2018 Common Stock 707,722 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 35.8407 (1) (2) (22) 08/31/2015   X     143,407   (1)(2) 06/08/2018 Common Stock 143,407 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.2137 (1) (2) (23) 08/31/2015   X     134,621   (1)(2) 06/08/2018 Common Stock 134,621 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.3097 (1) (2) (24) 08/31/2015   X     53,394   (1)(2) 06/08/2018 Common Stock 53,394 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.2569 (1) (2) (25) 08/31/2015   X     881,151   (1)(2) 06/08/2018 Common Stock 881,151 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.0718 (1) (2) (26) 08/31/2015   X     631,000   (1)(2) 06/08/2018 Common Stock 631,000 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 35.7662 (1) (2) (27) 08/31/2015   X     808,356   (1)(2) 06/08/2018 Common Stock 808,356 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 35.9128 (1) (2) (28) 08/31/2015   X     700,000   (1)(2) 06/08/2018 Common Stock 700,000 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.2643 (1) (2) (29) 08/31/2015   X     396,000   (1)(2) 06/08/2018 Common Stock 396,000 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.4626 (1) (2) (30) 08/31/2015   X     150,718   (1)(2) 06/08/2018 Common Stock 150,718 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 36.319 (1) (2) (31) 08/31/2015   X     145,282   (1)(2) 06/08/2018 Common Stock 145,282 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.6167 (1) (2) (32) 08/31/2015   X     1,599,453   (1)(2) 06/08/2018 Common Stock 1,599,453 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 37.7914 (1) (2) (33) 08/31/2015   X     131,878   (1)(2) 06/08/2018 Common Stock 131,878 $ 0 0 I (4) (5) Please see explanation below (4) (5)
Put-Call Option (right and obligation to buy) $ 38.4123 (1) (2) (34) 08/31/2015   X     1,089,730   (1)(2) 06/08/2018 Common Stock 1,089,730 $ 0 0 I (4) (5) Please see explanation below (4) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PELTZ NELSON
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
  X      
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
  X      

Signatures

 Daniel R. Marx, Attorney-in-Fact for Nelson Peltz   09/02/2015
**Signature of Reporting Person Date

 By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.   09/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Co-Investment Fund and SPV XI (each as defined below) (collectively, the "Trian Option Holders") entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they became entitled to the same economic gain or loss as if they had purchased the indicated shares.
(2) (FN 2, contd.) In these transactions, simultaneously with the purchase of each call option, the applicable Trian Option Holder also sold a put option to the counterparty for the same number of shares pursuant to which, if on or prior to June 8, 2018 (the "Exercise Date") the exercise price per share of the call option were greater than the closing price of the shares on the Exercise Date (the "Closing Price"), the counterparty would be entitled to cause the Trian Option Holders, at their election to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.
(3) The put-call option was previously reported at an exercise price of $37.0859 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(4) Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities")
(5) (FN 4, contd.) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.
(6) The put-call option was previously reported at an exercise price of $37.155 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(7) The put-call option was previously reported at an exercise price of $37.2317 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(8) The put-call option was previously reported at an exercise price of $37.1881 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(9) The put-call option was previously reported at an exercise price of $37.0156 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(10) The put-call option was previously reported at an exercise price of $36.9808 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(11) The put-call option was previously reported at an exercise price of $37.221 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(12) The put-call option was previously reported at an exercise price of $37.1765 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(13) The put-call option was previously reported at an exercise price of $37.4463 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(14) The put-call option was previously reported at an exercise price of $38.4619 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(15) The put-call option was previously reported at an exercise price of $38.3412 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(16) The put-call option was previously reported at an exercise price of $38.2514 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(17) The put-call option was previously reported at an exercise price of $37.594 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(18) The put-call option was previously reported at an exercise price of $36.1876 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(19) The put-call option was previously reported at an exercise price of $36.0098 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(20) The put-call option was previously reported at an exercise price of $35.8882 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(21) The put-call option was previously reported at an exercise price of $35.7293 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(22) The put-call option was previously reported at an exercise price of $35.7442 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(23) The put-call option was previously reported at an exercise price of $36.1183 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(24) The put-call option was previously reported at an exercise price of $36.2153 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(25) The put-call option was previously reported at an exercise price of $36.1805 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(26) The put-call option was previously reported at an exercise price of $35.9967 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(27) The put-call option was previously reported at an exercise price of $35.6995 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(28) The put-call option was previously reported at an exercise price of $35.849 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(29) The put-call option was previously reported at an exercise price of $36.2012 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(30) The put-call option was previously reported at an exercise price of $36.3993 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(31) The put-call option was previously reported at an exercise price of $36.2589 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(32) The put-call option was previously reported at an exercise price of $37.5593 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(33) The put-call option was previously reported at an exercise price of $37.7342 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(34) The put-call option was previously reported at an exercise price of $38.3702 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect any dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
 
Remarks:
The shares which are reported on this filing as being indirectly held by Mr. Peltz and Trian Management through their relationship with the Trian Entities, and the transactions with respect to such shares, are also reported in the filings made
by Mr. Frank and Trian Management, and represent the same shares and transactions.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.