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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GARDEN EDWARD P
2. Issuer Name and Ticker or Trading Symbol

Bank of New York Mellon Corp [ BK ]
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/YYYY)

2/25/2015
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/25/2015     P    784769   A $39.7825   (1) 29955408   I   Please see explanation below   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Put-Call Option (right and obligation to buy)   $39.6703   2/25/2015     J   (4)    186231       2/25/2015   2/26/2018   Common Stock   186231     (4) 186231   I   Please see explanation below   (2) (3)

Explanation of Responses:
( 1)  The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $39.48 to $40.00. The Reporting Persons 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.
( 2)  Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("TPLP"), Trian Partners Master Fund, L.P. ("TPMF"), Trian Partners Master Fund (ERISA), L.P. ("ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("TPSIF-A"), Trian Partners Strategic Investment Fund-D, L.P. ("TPSIF-D"), Trian Partners Strategic Investment Fund-N, L.P. ("TPSIF-N"), Trian Partners Fund (Sub)-G, L.P. ("TPF-G"), Trian Partners Strategic Fund-G II, L.P. ("TPSF-G II"), Trian Partners Strategic Fund-G III, L.P. ("TPSF-G III") and Trian SPV (SUB) IX, L.P. ("SPV IX" and collectively with TPLP, TPMF, ERISA, Parallel, TPSIF II, TPSIF-A, TPSIF-D, TPSIF-N, TPF-G, TPSF-G II and TPSF-G III, 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.
( 3)  (FN 2, contd.) Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Garden and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. 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. Garden is a director of the Issuer.
( 4)  On February 25, 2015, one of the Trian Entities entered into a privately negotiated back-to-back call and put transaction with a counterparty through which it acquired an economic interest in the indicated shares. Simultaneously with the purchase of the call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on February 26, 2018 the exercise price per share of the call option is greater than the closing price of the shares on February 26, 2018, (the "Closing Price"), the counterparty would be entitled to cause the Trian Entity, at its election, either to (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GARDEN EDWARD P
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
X


TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
X



Signatures
Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden 2/27/2015
** Signature of Reporting Person Date

Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2/27/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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