Brian
L. Schorr, Esq.
Chief
Legal Officer
Trian
Fund Management, L.P.
280
Park Avenue, 41st
Floor
New
York, New York 10017
Tel.
No.:(212) 451-3000
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson
Peltz
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
18,212,285*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
18,212,285*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,212,285*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%**
|
|||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter
W. May
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
18,212,285*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
18,212,285*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,212,285*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%**
|
|||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward
P. Garden
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
18,212,285*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
18,212,285*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,212,285*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%**
|
|||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
Trian
Fund Management, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
18,212,285*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
18,212,285*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,212,285*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18 %**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Fund Management GP, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
18,212,285*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
18,212,285*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,212,285*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%**
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453595
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
17,582,206*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
17,582,206*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,582,206*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93%**
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners GP, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453775
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
17,582,206*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
17,582,206*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,582,206*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund I General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694293
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
226,072*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
226,072*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,072*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%**
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763099
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
50,879*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
50,879*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,879*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%**
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II GP, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763102
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
AF
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
50,879*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
50,879*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,879*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453988
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
2,782,901*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
2,782,901*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,901*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.10%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Master Fund, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0468601
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
8,551,792*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
8,551,792*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,551,792*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund I, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694154
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
226,072*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
226,072*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,072*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763105
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
50,879*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
50,879*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,879*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
SPV (SUB) II, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0485814
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
3,971,074*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
3,971,074*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,971,074*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.57%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Trian
SPV (SUB) IV, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0545717
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[_]
(b)
[_]
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
WC
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
||
8
|
SHARED
VOTING POWER
2,276,414*
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
10
|
SHARED
DISPOSITIVE POWER
2,276,414*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,276,414*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[X]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%**
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
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
PARTNERS, L.P.
By: Trian
Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC,
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., General Partner
By: Trian
Partners General Partner, LLC,
General Partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
SPV (SUB) II, L.P.
By: Trian
Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC,
General Partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
SPV (SUB) IV, L.P.
By: Trian
Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC, its
general partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS GP, L.P.
By: Trian
Partners General Partner, LLC, its
general partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS GENERAL PARTNER, LLC
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 PARALLEL FUND I GENERAL PARTNER, LLC
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II, L.P.
By:
Trian Partners Parallel Fund II GP, L.P.
its
general partner
By: Trian
Partners Parallel Fund II General Partner,
LLC, its general
partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II GP, L.P.
By:
Trian Partners Parallel Fund II General Partner,
LLC, its general
partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
/s/NELSON
PELTZ
NELSON
PELTZ
|
|
/s/PETER
W.
MAY
PETER
W. MAY
|
|
/s/EDWARD
P.
GARDEN
EDWARD
P. GARDEN
|
TRIAN
FUND MANAGEMENT, L.P.
By: Trian
Fund Management GP, LLC, its
general partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
FUND MANAGEMENT GP, LLC
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS, L.P.
By: Trian
Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC,
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., General Partner
By: Trian
Partners General Partner, LLC,
General Partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
SPV (SUB) II, L.P.
By: Trian
Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC,
General Partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
SPV (SUB) IV, L.P.
By:
Trian Partners GP, L.P., General Partner
By: Trian
Partners General Partner, LLC, its
general partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS GP, L.P.
By: Trian
Partners General Partner, LLC, its
general partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS GENERAL PARTNER, LLC
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 PARALLEL FUND I GENERAL PARTNER, LLC
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II, L.P.
By:
Trian Partners Parallel Fund II GP, L.P.
its
general partner
By: Trian
Partners Parallel Fund II General Partner,
LLC, its general
partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II GP, L.P.
By:
Trian Partners Parallel Fund II General Partner,
LLC, its general
partner
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
TRIAN
PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC
By: /s/EDWARD P.
GARDEN
Name: Edward P.
Garden
Title: Member
|
|
/s/NELSON
PELTZ
NELSON
PELTZ
|
|
/s/PETER
W.
MAY
PETER
W. MAY
|
|
/s/EDWARD
P.
GARDEN
EDWARD
P. GARDEN
|
Name
|
Date
|
Shares
|
Price
|
Type
|
|||||||||
Trian
Partners Master Fund, L.P
|
11/10/2008
|
52,785 | 22.6457 |
*
|
|||||||||
Trian
Partners Master Fund, L.P
|
11/11/2008
|
16,726 | 21.6144 | * | |||||||||
Trian
Partners Master Fund, L.P
|
12/9/2008
|
301,432 | 14.7765 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/10/2008
|
9,794 | 15.0063 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/11/2008
|
211,333 | 15.3289 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/12/2008
|
427,878 | 14.7416 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/15/2008
|
176,112 | 15.9393 |
Purchase
|
|
||||||||
Trian
Partners Master Fund, L.P
|
12/16/2008
|
140,890 | 16.0306 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/17/2008
|
211,333 | 16.0098 |
Purchase
|
|||||||||
Trian
Partners Master Fund, L.P
|
12/18/2008
|
211,333 | 16.7777 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
11/10/2008
|
17,249 | 22.6457 | * | |||||||||
Trian
Partners, L.P.
|
11/11/2008
|
5,465 | 21.6144 | * | |||||||||
Trian
Partners, L.P.
|
12/9/2008
|
98,960 | 14.7765 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/10/2008
|
3,214 | 15.0063 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/11/2008
|
69,381 | 15.3289 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/12/2008
|
140,473 | 14.7416 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/15/2008
|
57,817 | 15.9393 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/16/2008
|
46,254 | 16.0306 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/17/2008
|
69,381 | 16.0098 |
Purchase
|
|||||||||
Trian
Partners, L.P.
|
12/18/2008
|
69,381 | 16.7777 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
11/10/2008
|
1,599 | 22.6457 | * | |||||||||
Trian
Partners Parallel Fund I, L.P.
|
11/11/2008
|
506 | 21.6144 | * | |||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/9/2008
|
9,274 | 14.7765 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/10/2008
|
301 | 15.0063 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/11/2008
|
6,502 | 15.3289 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/12/2008
|
13,164 | 14.7416 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/15/2008
|
5,418 | 15.9393 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/16/2008
|
4,334 | 16.0306 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/17/2008
|
6,502 | 16.0098 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund I, L.P.
|
12/18/2008
|
6,502 | 16.7777 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
11/10/2008
|
355 | 22.6457 | * | |||||||||
Trian
Partners Parallel Fund II, L.P.
|
11/11/2008
|
112 | 21.6144 | * | |||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/9/2008
|
2,059 | 14.7765 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/10/2008
|
66 | 15.0063 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/11/2008
|
1,444 | 15.3289 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/12/2008
|
2,924 | 14.7416 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/15/2008
|
1,203 | 15.9393 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/16/2008
|
962 | 16.0306 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/17/2008
|
1,444 | 16.0098 |
Purchase
|
|||||||||
Trian
Partners Parallel Fund II, L.P.
|
12/18/2008
|
1,444 | 16.7777 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
11/10/2008
|
2,812 | 22.6457 | * | |||||||||
TCMG-MA,
LLC
|
11/11/2008
|
891 | 21.6144 | * | |||||||||
TCMG-MA,
LLC
|
12/9/2008
|
16,175 | 14.7765 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/10/2008
|
525 | 15.0063 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/11/2008
|
11,340 | 15.3289 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/12/2008
|
22,961 | 14.7416 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/15/2008
|
9,450 | 15.9393 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/16/2008
|
7,560 | 16.0306 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/17/2008
|
11,340 | 16.0098 |
Purchase
|
|||||||||
TCMG-MA,
LLC
|
12/18/2008
|
11,340 | 16.7777 |
Purchase
|
|||||||||
*
Represents a partial unwind of an outstanding Swap with respect to the
number of underlying reference Shares set forth in the
table.
|