allegionamend1.htm
 
UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 

SCHEDULE 13G

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

Allegion PLC
(Name of Issuer)

Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)

G0176J109
(CUSIP Number)

December 31, 2013
(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)
[X] Rule 13d-1(c)
[ ] 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).

 
 
 
 


CUSIP No. G0176J109
13G
Page 2 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
5,740,805
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
5,740,805
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,805
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%*
12
TYPE OF REPORTING PERSON ((See Instructions)
IN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 3 of 30 Pages
 
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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
5,740,805
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
5,740,805
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,805
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%*
12
TYPE OF REPORTING PERSON (See Instructions)
IN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 4 of 30 Pages
 
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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
5,740,805
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
5,740,805
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,805
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%*
12
TYPE OF REPORTING PERSON (See Instructions)
IN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 5 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
5,740,805
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
5,740,805
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,805
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 6 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
5,740,805
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
5,740,805
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,805
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (See Instructions)
5.98%*
12
TYPE OF REPORTING PERSON
OO   

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 7 of 30 Pages
 
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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
77,490#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
77,490#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,490#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)[X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.08%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# All 77,490 shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 8 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
678,383#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
678,383#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,383#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)[X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.71%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# 556,633 of these shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 9 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
1,466,163#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,466,163#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,466,163#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.53%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# 121,983 of these shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 10 of 30 Pages

1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment 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
Delaware
 
5
SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
888,880#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
888,880#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,880#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.93%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# 606,560 of these shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 11 of 30 Pages

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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
381,163
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
381,163
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,163
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.40%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 12 of 30 Pages

1
NAME OF REPORTING PERSON
Trian Partners Master Fund (ERISA), 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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
43,544#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
43,544#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,544#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# All 43,544 shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.
*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 13 of 30 Pages
 
1
NAME OF REPORTING PERSON
Trian Partners Strategic Co-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
Cayman Islands
 
5
SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
354,076
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
354,076
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,076
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.37%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 



CUSIP No. G0176J109
13G
Page 14 of 30 Pages

1
NAME OF REPORTING PERSON
Trian SPV (SUB) VI, 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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
438,633#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
438,633#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,633#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.46%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

 
# All 438,633 shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.
 
*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.

 
 
 
 
 



CUSIP No. G0176J109
13G
Page 15 of 30 Pages
 
1
NAME OF REPORTING PERSON
Trian SPV (SUB) VI-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
Cayman Islands
 
5
SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
1,412,473#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,412,473#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,473#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.47%*
12
TYPE OF REPORTING PERSON (See Instructions)
PN

# All 1,412,473 shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013 as confirmed by the Company.

 
 
 
 



CUSIP No. G0176J109
13G
Page 16 of 30 Pages

1
NAME OF REPORTING PERSON
Trian IR Holdco 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
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
3,257,316#
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,257,316#
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,257,316#
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.39%*
12
TYPE OF REPORTING PERSON (See Instructions)
OO

# These shares are held by Trian IR Holdco Ltd. as a result of the contribution transactions consummated pursuant to a Contribution Agreement dated June 15, 2012 and the Allegion spin-off as described in Item 2(a) herein.

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013 as confirmed by the Company.
 
 
 
 



CUSIP No. G0176J109
13G
Page 17 of 30 Pages

1
NAME OF REPORTING PERSON
California State Teachers’ Retirement System
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
California Government Pension Plan
 
5
SOLE VOTING POWER
296,033
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
0
EACH
REPORTING
PERSON
WITH
7
SOLE DISPOSITIVE POWER
180,334
 
8
SHARED DISPOSITIVE POWER
115,699
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,033
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.31%*
12
TYPE OF REPORTING PERSON (See Instructions)
EP

*This calculation is based upon 95,973,649 ordinary shares outstanding as of December 2, 2013, as provided by the Company to Trian Fund Management, L.P.
 
 
 
 



CUSIP No. G0176J109
13G
Page 18 of 30 Pages
   
Item 1(a):
Name of Issuer:
   
 
The name of the issuer is Allegion plc, an Irish public limited company (the “Company”).
   
Item 1(b):
Address of Issuer’s Principal Executive Offices:
   
 
The Company’s principal executive office is located at Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland.
   
Item 2(a):
Name of Person Filing:
   
 
The persons filing this statement are 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 I”), Trian Partners Master Fund (ERISA) L.P., a Cayman Islands limited partnership, (“Trian ERISA”), Trian Partners Strategic Investment Fund, L.P., a Delaware limited partnership (“TPSIF”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Co-Investment Fund-A, L.P., a Delaware limited partnership (“Coinvest Fund-A”), Trian SPV (SUB) VI, L.P., a Cayman Islands limited partnership (“SPV VI”), Trian SPV (SUB) VI-A, L.P., a Cayman Islands limited partnership (“SPV VI-A”), Trian IR Holdco Ltd., a Cayman Islands exempted limited liability company (“Holdco” and together with the foregoing entities, the “Trian Funds”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), and Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP” and together with Trian Management and the Trian Funds, the “Trian Entities”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Trian Group”).
   
 
Pursuant to a Contribution Agreement dated June 15, 2012 (the “Contribution Agreement”), Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, SPV VI and SPV VI-A, respectively contributed certain shares of Ingersoll-Rand plc (“IR”) that they beneficially and directly owned, to Holdco in exchange for their proportionate share of equity securities in Holdco. On December 1, 2013, IR distributed its commercial and residential security business to Allegion plc (“Allegion”) and IR issued proportionate amounts of ordinary shares of Allegion directly to IR shareholders (the “Spin-off”). As a result, Holdco may be deemed to have shared voting power and dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended (the “Act”)), the Shares of Allegion received by Holdco in connection with the IR Shares contributed to Holdco prior to the Spin-Off.
   
 
Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A. Trian Management GP is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by 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 Act, the shares of Common Stock (as defined in Item 2(d) below) that each of the Trian Funds directly and beneficially owns. Each of Trian Management GP, Trian Management, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
 
 
 
 


CUSIP No. G0176J109
13G
Page 19 of 30 Pages
   
 
This Schedule 13G is also being filed by California State Teachers’ Retirement System, a California Government Employee Benefit Plan (“CalSTRS,” along with the Trian Group are sometimes hereinafter referred to collectively as the “Reporting Persons”).
   
 
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. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, unless he or it knows or has reason to believe that such information is inaccurate.
   
 
The Trian Group does not have the right to vote or dispose of any of the Shares held by CalSTRS (the “CalSTRS Shares”), nor is any member of the Trian Group a party to any contracts, arrangements or understandings with respect to such Shares. As a result, each member of the Trian Group disclaims beneficial ownership of the CalSTRS Shares for all purposes.
   
Item 2(b):
Address of Principal Business Office or, if None, Residence:
   
 
The principal business address and the address of the principal office of each member of the Trian Group is 280 Park Avenue, 41st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian ERISA, SPV VI, SPV VI-A and Holdco is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands, KY1-1205.
   
 
The principal business address for CalSTRS is 100 Waterfront Place, MS 04, West Sacramento, CA 95605.
   
Item 2(c):
Citizenship:
   
 
Trian Onshore, Parallel Fund I, TPSIF, TPSIF-A, Coinvest Fund-A and Trian Management are Delaware limited partnerships. Trian Management GP is a Delaware limited liability company. Trian Offshore, Trian ERISA, SPV VI and SPV VI-A are Cayman Islands limited partnerships. Holdco is a Cayman Islands exempted limited liability company. Messrs. Peltz, May and Garden are United States citizens.
   
 
CalSTRS is a California Governmental Employee Benefit Plan.
   
Item 2(d):
Title of Class of Securities:
   
 
Ordinary Shares, par value $0.01 (the “Shares”).
   
Item 2(e):
CUSIP Number:
   
 
G0176J109
   
 
 
 
 
 


CUSIP No. G0176J109
13G
Page 20 of 30 Pages
   
   
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,
.
[ ] 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),
 
[ ] 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 95,973,649 ordinary shares issued and outstanding as of December 2, 2013, as provided by the Company to Trian Management.
   
 
As of the close of business on December 31, 2013:

 
1. Nelson Peltz
 
(a) Amount beneficially owned: 5,740,805
 
(b) Percent of class: 5.98%
 
(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: 5,740,805
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 5,740,805
   
 
2. Peter W. May
 
(a) Amount beneficially owned: 5,740,805
 
(b) Percent of class: 5.98%
 
(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: 5,740,805
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 5,740,805
 
 
 
 


CUSIP No. G0176J109
13G
Page 21 of 30 Pages
 
 
 
3. Edward P. Garden
 
(a) Amount beneficially owned: 5,740,805
 
(b) Percent of class: 5.98%
 
(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: 5,740,805
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 5,740,805
   
 
4. Trian Fund Management, L.P.
 
(a) Amount beneficially owned: 5,740,805
 
(b) Percent of class: 5.98%
 
(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: 5,740,805
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 5,740,805
   
 
5. Trian Fund Management, GP LLC
 
(a) Amount beneficially owned: 5,740,805
 
(b) Percent of class: 5.98%
 
(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: 5,740,805
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 5,740,805
   
 
6. Trian Partners Parallel Fund I, L.P.
 
(a) Amount beneficially owned: 77,490
 
(b) Percent of class: 0.08%
 
(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: 77,490
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 77,490
 
 
 
 


CUSIP No. G0176J109
13G
Page 22 of 30 Pages
   
   
 
7. Trian Partners, L.P.
 
(a) Amount beneficially owned: 678,383
 
(b) Percent of class: 0.71%
 
(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: 678,383
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 678,383
   
 
8. Trian Partners Master Fund, L.P.
 
(a) Amount beneficially owned: 1,466,163
 
(b) Percent of class: 1.53%
 
(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: 1,466,163
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,466,163
 
 
9. Trian Partners Strategic Investment Fund, L.P.
 
(a) Amount beneficially owned: 888,880
 
(b) Percent of class: 0.93%
 
(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: 888,880
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 888,880
   
 
10. Trian Partners Strategic Investment Fund-A, L.P.
 
(a) Amount beneficially owned: 381,163
 
(b) Percent of class: 0.40%
 
(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: 381,163
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 381,163
   
 
11. Trian Partners Master Fund (ERISA), L.P.
 
(a) Amount beneficially owned: 43,544
 
(b) Percent of class: 0.05%
 
(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: 43,544
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 43,544
 
 
 
 


CUSIP No. G0176J109
13G
Page 23 of 30 Pages
 
   
 
12. Trian Partners Strategic Co-Investment Fund-A, L.P.
 
(a) Amount beneficially owned: 354,076
 
(b) Percent of class: 0.37%
 
(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: 354,076
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 354,076
   
 
13. Trian SPV (SUB) VI, L.P.
 
(a) Amount beneficially owned: 438,633
 
(b) Percent of class: 0.46%
 
(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: 438,633
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 438,633
   
 
14. Trian SPV (SUB) VI-A, L.P.
 
(a) Amount beneficially owned: 1,412,473
 
(b) Percent of class: 1.47%
 
(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: 1,412,473
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,412,473
   
 
15. Trian IR Holdco Ltd.
 
(a) Amount beneficially owned: 3,257,316
 
(b) Percent of class: 3.39%
 
(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: 3,257,316
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 3,257,316
   
 
16. California State Teachers Retirement System
 
(a) Amount beneficially owned: 296,033
 
(b) Percent of class: 0.31%
 
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 296,033
 
(ii) Shared power to vote or direct the vote: 0
 
(iii) Sole power to dispose or direct the disposition: 180,334
 
(iv) Shared power to dispose or direct the disposition: 115,699
   
Item 5:
Ownership of Five Percent or Less of a Class:
   
 
Not Applicable
   
   
 
 
 
 
   
CUSIP No. G0176J109
13G
Page 24 of 30 Pages
       
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:
   
 
The information in Item 2(a) is hereby incorporated by reference.
   
Item 9:
Notice of Dissolution of Group:
   
 
Not Applicable.
   
Item 10:
Certifications:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 



CUSIP No. G0176J109
13G
Page 25 of 30 Pages


SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
 
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., 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
 
 
 
 



CUSIP No. G0176J109
13G
Page 26 of 30 Pages
   
   
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P.
 
By:
Trian Partners Strategic Investment Fund GP, L.P., its general partner
 
By:
Trian Partners Strategic Investment Fund 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 MASTER FUND (ERISA), L.P.
 
By:
Trian Partners (ERISA) GP, L.P., its general partner
 
By:
Trian Partners (ERISA) General Partner, LLC, its general partner
     
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC CO-INVESTMENT FUND–A, L.P.
 
By:
Trian Partners Strategic Co-Investment Fund-A GP, L.P. its general partner
 
By:
Trian Partners Strategic Co-Investment Fund-A Genera Partner, LLC., its general partner
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
 
 
 
 
 



CUSIP No. G0176J109
13G
Page 27 of 30 Pages
 
 
 
TRIAN SPV (SUB) VI, L.P.
 
By:
Trian Partners SPV VI GP, L.P., its general partner
 
By:
Trian Partners SPV VI General Partner, LLC, its general partner
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member

 
TRIAN SPV (SUB) VI-A, L.P.
 
By:
Trian Partners SPV VI-A GP, L.P., its general partner
 
By:
Trian Partners SPV VI-A General Partner, LLC, its general partner
     
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN IR HOLDCO 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
   
 
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
     
     
 
By:
/s/ DEBRA SMITH
   
Name:
Debra M. Smith
   
Title:
Director of Investment Operations
 
 
 
 



CUSIP No. G0176J109
13G
Page 28 of 30 Pages

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 Allegion 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, 2014

 
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., 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
 
 
 
 



CUSIP No. G0176J109
13G
Page 29 of 30 Pages
 
       
 
TRIAN PARTNERS MASTER FUND (ERISA), L.P.
 
By:
Trian Partners (ERISA) GP, L.P., its general partner
 
By:
Trian Partners (ERISA) 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 SPV (SUB) VI, L.P.
 
By:
Trian Partners SPV VI GP, L.P., its general partner
 
By:
Trian Partners SPV VI General Partner, LLC, its general partner
     
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN SPV (SUB) VI-A, L.P.
 
By:
Trian Partners SPV VI-A GP, L.P., its general partner
 
By:
Trian Partners SPV VI-A 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

 
 
 
CUSIP No. G0176J109
13G
Page 30 of 30 Pages
 
   
 
TRIAN PARTNERS STRATEGIC CO-INVESTMENT FUND–A, L.P.
 
By:
Trian Partners Strategic Co-Investment Fund-A GP, L.P. its general partner
 
By:
Trian Partners Strategic Co-Investment Fund-A Genera Partner, LLC., its general partner
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member

   
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P.
 
By:
Trian Partners Strategic Investment Fund GP, L.P., its general partner
 
By:
Trian Partners Strategic Investment Fund General Partner, LLC, its general partner
     
     
 
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN IR HOLDCO 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
   
 
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
     
     
 
By:
/s/ DEBRA SMITH
   
Name:
Debra M. Smith
   
Title:
Director of Investment Operations