* This percentage is calculated based upon 304,379,165 shares of the Issuer’s Common Stock outstanding as of March 3, 2017, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2017.
CUSIP No. 134 429 109
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Schedule 13D
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page 5 of 8
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This Amendment No. 15 to Schedule 13D relates to the capital stock, par value $0.0375 per share (the “
Shares
”) of Campbell Soup Company, a corporation organized under the laws of the State of New Jersey with its principal executive offices located at 1 Campbell Place, Camden, New Jersey 08103-1799 (the “
Company
”). This is the fifteenth amendment to the statement on Schedule 13D filed by Archbold D. van Beuren and David C. Patterson. Archbold D. van Beuren and David C. Patterson are sometimes collectively referred to as the “
Reporting Persons
”.
The Reporting Persons are Trustees (the “
Trustees
”) of the Major Stockholders’ Voting Trust (the “
Voting Trust
”) under a Voting Trust Agreement dated as of June 2, 1990 (“
Trust Agreement
”) which was formed by certain descendants (and spouses, fiduciaries and a related foundation) of the late Dr. John T. Dorrance, Sr.
This Amendment is filed to update the number of Shares that may be considered to be beneficially owned by the Reporting Persons and related persons since Amendment No. 14 to this statement on Schedule 13D was filed on April 18, 2016. The Voting Trust now holds a total of 9,785,692 Shares. See Item 5 below.
Information with respect to each of the Reporting Persons is given solely by the respective filing person, and no Reporting Person has any responsibility for the accuracy and completeness of information supplied by any other Reporting Person.
Item 5 is amended to read in full as set forth below.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The Trustees of the Voting Trust have shared voting power over a total of 9,785,692 Shares held under the Trust Agreement, which represents 3.2% of the outstanding Shares of the Company’s Capital Stock. The Reporting Persons and related persons also have an interest in 13,869,563 additional Shares held outside the Voting Trust which, when added together with the Shares held in the Trust, represent 7.8% of the outstanding shares. For the number of Shares as to which each Reporting Person has sole or shared voting power or sole or shared dispositive power as well as the aggregate amount of Shares beneficially owned by each Reporting Person and the percentage of the outstanding Shares represented by such amount, please see Items 7 through 11 and 13 of the cover sheet for each Reporting Person. Percentages have been calculated based on 304,379,165 Shares outstanding as of March 3, 2017, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 9, 2017. Mr. Patterson’s sole and dispositive powers over the Shares reported on his cover sheet arise from his positions as Chairman of Brandywine Trust Company, a corporate trustee, and President of Abanco Management Corporation. Each Reporting Person disclaims beneficial ownership in Shares held by his or her spouse, children, grandchildren, fiduciaries and related partnerships, trusts and foundations.
The Voting Trust terminates on January 1, 2024 unless it is sooner terminated or extended.
CUSIP No. 134 429 109
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Schedule 13D
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page 6 of 8
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The decision as to the voting of Shares held in the Voting Trust must be approved by at least two Trustees of the Voting Trust. Under the Trust Agreement, participants in the Voting Trust have been divided into two groups, one group for Dorrance H. Hamilton and her descendants (the “
Hamilton Group
”) and one group for Hope H. van Beuren and her descendants (the “
van Beuren Group
”). Each group may designate a Family Trustee, and both Groups acting together may designate a Non-Family trustee. Archbold D. van Beuren has been designated as the Family Trustee for the van Beuren Group. David C. Patterson has been designated as the Non-Family Trustee. The Hamilton Group has not designated a Family Trustee. At such time as there are Family Trustees representing both Groups, in the event of a disagreement between them, the shares of the minority may be withdrawn. The Trustees may request the Company to pay dividends directly to the beneficial owner of the Shares under the Trust Agreement. The Trustees do not have power to dispose of shares held under the Voting Trust, except a Trustee has power to dispose of Shares contributed by him or her. See Sections 5 and 9 of the Trust Agreement filed as Exhibit A to Amendment No. 1 to this Schedule 13D.
CUSIP No. 134 429 109
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Schedule 13D
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page 7 of 8
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(c) The following transactions in shares that may be deemed to be beneficially owned by Reporting Person David Patterson were effected within the sixty days preceding the filing of this Amendment.
Date of Transaction
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Transaction
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Number of Shares
|
Price per Share*
|
Price Range
|
March 3, 2017
|
Sell
|
100,000
|
$59.5505
|
$59.50 - $59.64
|
March 6, 2017
|
Sell
|
8,096
|
$59.5017
|
$59.50 - $59.55
|
March 7, 2017
|
Sell
|
76,187
|
$59.50
|
n.a.
|
* The Price Per Share reported for transactions on March 3, 2017 and March 6, 2017 is a weighted average price. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the ranges set forth above.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1
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Joint Filing Agreement dated May 12, 2017.
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CUSIP No. 134 429 109
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Schedule 13D
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page 8 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May 12, 2017
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ARCHBOLD D. VAN BEUREN
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/s/ Archbold D. van Beuren
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DAVID C. PATTERSON
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/s/ David D. Patterson
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