Edgar Filing: SYSCO CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Frank Josh

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2015

3. Issuer Name and Ticker or Trading Symbol
SYSCO CORP [SYY]

(Last)

(First)

(Middle)

280 PARK AVENUE,Â 41ST FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,803,484	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	259,510	$ 37.0859	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	289,226	$ 37.155	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	138,695	$ 37.2317	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	554,778	$ 37.1881	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	197,692	$ 37.0156	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	288,474	$ 36.9808	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	100,319	$ 37.221	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	211,243	$ 37.1765	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	500	$ 37.4463	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	1,237,653	$ 38.4619	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	1,000,000	$ 38.3412	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	539,583	$ 38.2514	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	2,089,221	$ 37.594	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	3,071,665	$ 36.1876	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	497,642	$ 36.0098	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	559,541	$ 35.8882	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	707,722	$ 35.7293	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	143,407	$ 35.7442	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	134,621	$ 36.1183	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	53,394	$ 36.2153	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	881,151	$ 36.1805	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	631,000	$ 35.9967	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	808,356	$ 35.6995	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	700,000	$ 35.849	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	396,000	$ 36.2012	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	150,718	$ 36.3993	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	145,282	$ 36.2589	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	1,599,453	$ 37.5593	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	131,878	$ 37.7342	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾
Put-Call Option (right and obligation to buy)	Â ⁽³⁾⁽⁴⁾⁽⁵⁾	06/08/2018⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	1,089,730	$ 38.3702	I ⁽¹⁾ ⁽²⁾	Please see explanation below ⁽¹⁾ ⁽²⁾

Reporting Owners

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

Signatures

Daniel R. Marx, Attorney-in-Fact for Joshua D.Frank		08/31/2015
^**Signature of Reporting Person		Date
By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, Member of the general partner of Trian Fund Management, L.P.		08/31/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities")
(2)	(FN 1, contd.) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Frank is a limited partner of certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares which they hold. 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.
(3)	Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Coinvest Fund-A, Co-Investment Fund and SPV XI (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to June 8, 2018 (the "Exercise Date"), the applicable Trian Option Holder may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price").
(4)	(FN 3, contd.) These call options may 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, the applicable Trian Option Holder 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 have not been exercised by the applicable Trian Option Holder and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the applicable Trian Option Holder to, at such person'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 number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.
(5)	(FN 4, contd.) As part of these transactions, the Trian Option Holders pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus an applicable spread.
Â Remarks: 1)Â DueÂ toÂ SECÂ limitationsÂ ofÂ 30Â linesÂ perÂ tableÂ thisÂ isÂ FormÂ 1Â ofÂ 2Â forÂ theÂ reportingÂ personsÂ forÂ thisÂ FormÂ 3. 2)Â TheÂ sharesÂ whichÂ areÂ reportedÂ onÂ thisÂ FormÂ 3Â asÂ beingÂ indirectlyÂ heldÂ byÂ Mr.Â FrankÂ andÂ TrianÂ ManagementÂ throughÂ theirÂ relationshipÂ withÂ theÂ TrianÂ EntitiesÂ areÂ alsoÂ reportedÂ inÂ theÂ FormÂ 3Â filedÂ byÂ Mr.Â PeltzÂ andÂ TrianÂ ManagementÂ asÂ beingÂ indirectlyÂ heldÂ byÂ them,Â andÂ representÂ theÂ sameÂ shares. ExhibitÂ List: ExhibitÂ 24.1Â -Â PowerÂ ofÂ AttorneyÂ -Â JoshuaÂ D.Â Frank ExhibitÂ 24.2Â -Â PowerÂ ofÂ AttorneyÂ -Â TrianÂ FundÂ Management,Â L.P.

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