Page 5 of 8 – SEC Filing
This Amendment No. 5 to Schedule 13D (this Amendment
No. 5) amends and supplements the statement on Schedule 13D (the Original Schedule 13D), filed on August 6, 2015 (the Original Schedule 13D, as amended and supplemented through the date of this
Amendment No. 5, the Schedule 13D), by Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management GP, LLC, a Delaware limited liability company (PS
Management); and William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting Persons), relating to the Class A common stock, no par value (the
Common Stock), of Mondelez International, Inc., a Virginia corporation (the Issuer). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.
| Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and supplemented to
add the following information:
As of October 6, 2017, the Reporting Persons beneficially own an aggregate of 74,983,195 shares of
Common Stock (the Subject Shares), which number includes: (i) 13,642,445 shares of Common Stock, and (ii) 61,340,750 shares of Common Stock underlying American-style call options.
The Subject Shares represent approximately 4.97% of the issued and outstanding shares of Common Stock of the Issuer.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby
amended and supplemented to add the following information:
The source of funding for the transactions reported herein was derived from
the respective capital of the Pershing Square Funds.
| Item 5. | Interest in Securities of the Issuer |
Items 5 (a) and (b) of the Original Schedule
13D are hereby amended and supplemented by adding the following information:
(a), (b) As of October 6, 2017, in addition to
beneficially owning the Subject Shares stated above, representing approximately 4.97% of the outstanding Common Shares, the Pershing Square Funds have economic exposure to approximately 8,388,150 notional Common Shares referenced in the Swaps (as
defined below), bringing their total aggregate economic exposure to 83,371,345 Common Shares (approximately 5.53% of the outstanding Common Shares). The percentage calculations in this paragraph are based on 1,507,639,931 shares of Common Stock
outstanding as of July 28, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed on August 2, 2017 for the quarterly period ended June 30, 2017.
Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
(c) Exhibit 99.9 and Exhibit 99.10, which are incorporated by reference into this Item 5(c) as if restated in full, describe all of the
transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibits 99.9 and 99.10 attached hereto, no
reportable transactions were effected by any Reporting Person within the last 60 days.
