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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

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/YYYY)

12/30/2016
(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   12/30/2016     A    225   (1) A $55.37   4682   (2) D    
Common Stock   12/30/2016     A    112   (3) A $55.37   4794   D    
Common Stock                  43963527   (2) I   (4) (5) Please see explanation below   (4) (5)

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

Explanation of Responses:
( 1)  Represents shares elected to be received in lieu of a portion of non-employee director annual cash retainer fees pursuant to the Sysco Corporation 2013 Long-Term Incentive Plan.
( 2)  In connection with their service on the Issuer's Board of Directors, Mr.Frank and Nelson Peltz each receive shares of common stock from the Issuer. Each of Messrs. Peltz and Frank transferred 4,564 of those shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to agreements entered into on August 21, 2015 with Trian Management relating to compensation received in connection with their service as directors of the Issuer.
( 3)  Represents company match equal to 50% of shares described in Footnote 1.
( 4)  Trian Management serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), 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 Co-Investment 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 SPV (Sub) XI, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, L.P. (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.
( 5)  (FN 4, contd.) Mr. Frank is a limited partner of certain affiliates of the Trian Entities and Trian Management 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.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frank Joshua D.
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
Daniel R. Marx, Attorney-in-Fact for Joshua D. Frank 1/3/2017
** 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. 1/3/2017
** 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.
Sysco (NYSE:SYY)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Sysco Charts.
Sysco (NYSE:SYY)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Sysco Charts.