UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SYSCO CORPORATION
(Name of Issuer)



Common Stock, par value $1.00 per share
(Title of Class of Securities)



871829107
(CUSIP Number)

Brian L. Schorr, Esq.
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.: (212) 451-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 14, 2018
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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 ("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).


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
42,561,703
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
42,561,703
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,561,703
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
*Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (the "Form 10-Q").


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
42,561,703
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
42,561,703
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,561,703
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
*Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
42,561,703
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
42,561,703
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,561,703
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
42,561,703
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
42,561,703
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,561,703
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
42,561,703
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
42,561,703
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,561,703
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17%*
 
14
TYPE OF REPORTING PERSON
OO
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Master Fund (ERISA), L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0682467
 
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
0
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
4,051,095
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
4,051,095
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,051,095
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.78%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
6,837,480
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
6,837,480
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,837,480
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.31%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


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
571,202
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
571,202
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,202
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-A, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
27-4180625
 
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
3,300,080
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
3,300,080
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,080
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.63%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.



1
NAME OF REPORTING PERSON
Trian Partners Strategic Co-Investment Fund-A, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
36-4728074
 
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
649,500
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
649,500
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,500
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.



1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-N, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
80-0958490
 
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
1,845,566
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
1,845,566
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,845,566
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
45-4929803
 
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
2,480,104
 
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,480,104
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,480,104
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-D, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-1108184
 
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
907,886
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
907,886
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,886
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.



1
NAME OF REPORTING PERSON
Trian Partners Fund (Sub)-G, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
90-1035117
 
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
221,605
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
221,605
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,605
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%*
 
14
TYPE OF REPORTING PERSON
PN
 
_____________
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
46-5509975
 
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
780,375
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
780,375
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,375
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-G III, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-2121971
 
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
410,990
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
410,990
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,990
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Co-Investment Opportunities Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-1207836
 
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
9,856,931
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
9,856,931
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,856,931
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.89%*
 
14
TYPE OF REPORTING PERSON
OO
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.




1
NAME OF REPORTING PERSON
Trian SPV (Sub) XI, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-4614163
 
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
9,072,393
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
9,072,393
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,072,393
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.74%*
 
14
TYPE OF REPORTING PERSON
PN
 
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-K, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
47-5116069
 
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
798,653
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
798,653
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,653
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%*
 
14
TYPE OF REPORTING PERSON
PN
 
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Trian Partners Strategic Fund-C, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
81-3859925
 
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
749,813
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
749,813
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,813
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%*
 
14
TYPE OF REPORTING PERSON
PN
 
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


1
NAME OF REPORTING PERSON
Joshua D. Frank
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [_]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
 
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
4,657
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
4,657
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,657
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%*
 
14
TYPE OF REPORTING PERSON
IN
 
 
_______
* Calculated based on 520,988,380 shares of Common Stock outstanding as of April 20, 2018, as reported in the Issuer's Form 10-Q.


This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 14, 2015 (the "Original Statement"), as amended by Amendment No. 1 filed on August 20, 2015, as amended by Amendment No. 2 filed on September 2, 2015, as amended by Amendment No. 3 filed on June 9, 2016 ("Amendment No. 3"), and as amended by Amendment No. 4 ("Amendment No. 4") filed on December 5, 2016 (as amended, the "Schedule 13D") relating to the Common Stock, par value $1.00 per share (the "Shares"), of Sysco Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 1390 Enclave Parkway, Houston, Texas 77077-2099.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified
Items 2, 3, 4, 5 and 6 of the Schedule 13D are hereby amended as follows:

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:

In connection with the liquidation of the fund, Trian ERISA has sold all of the Shares beneficially and directly owned by it.  As a result, following this Amendment No. 5, Trian ERISA will no longer be a Reporting Person and references to the "Trian Group" shall no longer include Trian ERISA.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Since the filing of Amendment No. 4, Strategic Fund-N and Strategic Fund-K have collectively purchased 889,561 Shares in the open market for an aggregate purchase price of $47,783,561 (including commissions).  In addition, on March 19, 2018 Strategic Fund-N exercised all of its Options (as defined below) to purchase 340,966 Shares for an aggregate exercise price of $18,404,870. The source of funding for such transactions was the respective general working capital of the purchasers.

In connection with their service on the Issuer's Board of Directors, each of Messrs. Peltz and Frank received 225 Director Shares on December 30, 2016, 240 Director Shares on March 31, 2017, 250 Director Shares on June 30, 2017, 231 Director Shares on September 29, 2017, 204 Director Shares on December 29, 2017 and 208 Director Shares on March 30, 2018, in each case, in lieu of a portion of non-employee director annual cash retainer fees pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan (the "2013 Plan").  In addition, each of Messrs. Peltz and Frank received matching grants from the Issuer equal to 50% of the amounts described above, and therefore received an additional 112 Director Shares on December 30, 2016, 120 Director Shares on March 31, 2017, 125 Director Shares on June 30, 2017, 115 Director Shares on September 29, 2017, 102 Director Shares on December 29, 2017, and 104 Director Shares on March 30, 2018.  Finally, in connection with their service on the Issuer's Board of Directors, on November 16, 2017 each of Messrs. Peltz and Frank received from the Issuer 2,958 Restricted Shares pursuant to the 2013 Plan, all of which are scheduled to vest on the first anniversary of the grant date.  Since the filing of Amendment No. 4, each of Messrs. Peltz and Frank have transferred a total of 9,358 Director Shares and vested Restricted Shares to Trian Management pursuant to the terms of the Director Fee Agreements described in Amendment No. 3

Certain Shares held by the Trian Entities are held in the ordinary course of business with other investment securities owned by such Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to such Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Because other securities are held in Trian Entity margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase such Shares, and it may not be possible to determine the amounts of margin, if any, that could be used to purchase Shares in the future by the Trian Entities or any other funds, accounts or investment vehicles managed by Trian Management. 

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The sales of Shares by Reporting Persons reported in this Amendment No. 5 were done for portfolio management purposes.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) As of 4:00 pm, New York City time, on June 14, 2018, the Reporting Persons beneficially owned (as that term is defined in Rule 13d-3), in the aggregate, 42,561,703 Shares, representing approximately 8.17% of the Issuer's outstanding Shares (calculated based on 520,988,380 Shares outstanding as of April 20, 2018, as reported in the Issuer's Annual Report on Form 10-Q for the fiscal quarter ended March 31, 2018).

(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF II, Strategic Fund-A, Coinvest Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Co-Investment Fund, SPV XI, Strategic Fund-K, Strategic Fund-C and Trian Management beneficially and directly owns and has sole voting power and sole dispositive power with regard to 4,051,095; 6,837,480; 571,202; 2,480,104; 3,300,080; 649,500; 1,845,566; 907,886; 221,605; 780,375; 410,990; 9,856,931; 9,072,393; 798,653; 749,813 Shares; and 18,716 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Mr. Peltz beneficially owns and has sole voting power and sole dispositive power with regard to 1,699 Director Shares and 2,958 Restricted Shares, and Mr. Frank beneficially owns and has sole voting power and sole dispositive power with regard to 1,699 Director Shares and 2,958 Restricted Shares, except in each case, to the extent that other members of the Trian Group as described in Item 5 of this Schedule 13D may be deemed to have shared voting power and shared dispositive power with regard to such Director Shares and Restricted Shares.

Each of Trian Management GP, Nelson Peltz, Peter W. May and Mr. Garden, by virtue of their relationships to Trian Management (discussed in Item 2 of this Schedule 13D), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own, the Shares that Trian Management directly and beneficially own.  Each of Trian Management GP, Nelson Peltz, Peter W. May and Mr. Garden disclaims beneficial ownership of such Shares for all other purposes.

(c) Set forth below is a list of all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 pm, New York City time, on June 14, 2018.   All such transactions in the table were effected in the open market.  The prices set forth in the table do not include commissions.

Fund
 
Date
 
Shares
 
Price
 
Type
Trian Partners, L.P.
 
6/12/2018
 
69,771
 
$ 66.15
 
Sale
Trian Partners, L.P.
 
6/13/2018
 
74,133
 
$ 66.12
 
Sale
Trian Partners, L.P.
 
6/14/2018
 
54,216
 
$ 66.17
 
Sale
               
Trian Partners Master Fund, L.P.
 
6/12/2018
 
733,153
 
$ 66.15
 
Sale
Trian Partners Master Fund, L.P.
 
6/13/2018
 
779,000
 
$ 66.12
 
Sale
Trian Partners Master Fund, L.P.
 
6/14/2018
 
568,666
 
$ 66.17
 
Sale

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On September 18, 2017 and September 19, 2017, and as more fully described below, Strategic Fund-N entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with UBS AG, as agent (the "Counterparty") through which it acquired beneficial ownership of an aggregate of 340,966 Shares and as a result of which Strategic Fund-N became subject to the same economic gain or loss as if it had purchased the underlying Shares.  More specifically, these transactions represented call options pursuant to which, on or prior to March 18, 2019 (the "Exercise Date"), Strategic Fund-N could acquire an aggregate of 340,966 Shares at a fixed exercise price (the "Exercise Price").  These call options could be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, Strategic Fund-N also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on the Exercise Date the call options had not been exercised by Strategic Fund-N and the Exercise Price were greater than the closing price of the Shares on the Exercise Date (the "Closing Price"), the Counterparty could require Strategic Fund-N to, at Strategic Fund-N's election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the applicable number of Shares or (ii) acquire from the Counterparty the applicable number of Shares at the Exercise Price. As part of these transactions, Strategic Fund-N paid the Counterparty a financing fee based on the number of days that the Options that it held were outstanding, which fee was calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" <INDEX> <GO> or any successor page) plus an additional spread.  Until exercised, the Options did not give Strategic Fund-N direct or indirect voting, investment or dispositive control over the underlying Shares and did not require the Counterparty to acquire, hold, vote or dispose of any securities of the Issuer.  As described further in Item 3 above, Strategic Fund-N exercised all of its Options on March 19, 2018.

The disclosures contained in Items 3 and 5 of this Amendment No. 5 are incorporated herein by reference.


 [INTENTIONALLY LEFT BLANK]
 
 

 
 
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 14, 2018

 
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 (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 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
   
       
 
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 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 General Partner LLC, its general partner
   
           
 
By:
/s/ EDWARD P. GARDEN
   
   
Name:
Edward P. Garden
   
   
Title:
Member
   
       
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P.
   
 
By:
Trian Partners Strategic Investment Fund-N GP, L.P., its general partner
   
         
 
By:
Trian Partners Strategic Investment Fund-N General Partner, LLC, its general partner
   
           
 
By:
/s/ EDWARD P. GARDEN
   
   
Name:
Edward P. Garden
   
   
Title:
Member
   
           
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P.
 
By:
Trian Partners Strategic Investment Fund II GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Investment Fund-II General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
   
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P.
 
By:
Trian Partners Strategic Investment Fund-D GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS FUND (SUB)-G, L.P.
 
By:
Trian Partners Investment Fund-G GP, L.P., its general partner
     
 
By:
Trian Partners Investment Fund-G General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC FUND-G II, L.P.
 
By:
Trian Partners Strategic Fund-G II GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Fund-G II General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC FUND-G III, L.P.
 
By:
Trian Partners Strategic Fund-G III GP, L.P., its general partner
       
 
By:
Trian Partners Strategic Fund-G III General Partner, LLC, its general partner
     
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS CO-INVESTMENT OPPORTUNITIES FUND, LTD.
     
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Director
       
 
TRIAN SPV (SUB) XI, L.P.
 
By:
Trian Partners SPV XI GP, L.P., its general partner
     
 
By:
Trian Partners SPV XI General Partner, LLC, its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC FUND-K, L.P.
 
By:
Trian Partners Strategic Fund-K GP, L.P., its general partner
     
 
By:
Trian Partners Strategic Fund-K General Partner, LLC,  its general partner
       
 
By:
/s/ EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS STRATEGIC FUND-C, L.P.
 
By:
Trian Partners Strategic Fund-C GP, L.P., its general partner
       
 
By:
Trian Partners Strategic Fund-C General Partner, LLC,  its general partner
       
 
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
       
   /s/ JOSHUA D. FRANK
  Joshua D. Frank