Sec Form 4 Filing - Frank Joshua D. @ SYSCO CORP - 2020-11-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Frank Joshua D.
2. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [ SYY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
280 PARK AVENUE, 41ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/24/2020
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2020 S( 1 ) 371,163 D $ 72.855 ( 2 ) 22,251,977 I Please see explanation below ( 3 ) ( 4 )
Common Stock 11/24/2020 S( 1 ) 38,049 D $ 73.5926 ( 5 ) 22,213,928 I Please see explanation below ( 3 ) ( 4 )
Common Stock 11/25/2020 S( 1 ) 743,323 D $ 72.0583 ( 6 ) 21,470,605 I Please see explanation below ( 3 ) ( 4 )
Common Stock 11/27/2020 S( 1 ) 74,277 D $ 71.4212 ( 7 ) 21,396,328 I Please see explanation below ( 3 ) ( 4 )
Common Stock 11/27/2020 S( 1 ) 2,400 D $ 72.0698 ( 8 ) 21,393,928 I Please see explanation below ( 3 ) ( 4 )
Common Stock 4,840 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frank Joshua D.
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY10017
X
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY10017
X
Signatures
Daniel R. Marx, Attorney-in-Fact for Joshua Frank 11/27/2020
Signature of Reporting Person Date
By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 11/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Primarily represents sales of shares made in connection with the expiration this year of a multi-year lockup period of a Trian Entity (as defined below).
( 2 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $72.41 to $73.3950. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
( 3 )Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners CoInvestment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G,L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.
( 4 )(FN 3, contd.) Mr. Frank is a limited partner of Trian Partners SPV XI GP, L.P. ("SPV XI GP") and certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares held by SPV XI GP, the Trian Entities and Trian Management. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Frank is a director of the Issuer.
( 5 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $73.40 to $73.77. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
( 6 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $72.00 to $72.54. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
( 7 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $71.00 to $71.99. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
( 8 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $72.00 to $72.14. The Reporting Person undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

Remarks:
The shares which are reported on this filing as being indirectly held by Mr. Frank and Trian Management through their relationship with the Trian Entities, and the transactions with respect to such shares, are also reported in the filings made by Mr. Peltz and Trian Management, and represent the same shares and transactions.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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