Page 4 of 7 – SEC Filing
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the capital stock, par value $0.0375 per share (the “Capital
Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”), and amends the Schedule 13D filed on August 9, 2018, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 thereto filed on October 9, 2018,
Amendment No. 3 thereto filed on November 9, 2018, and Amendment No. 4 thereto filed on November 27, 2018 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined
in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D. This Amendment No. 5 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”) and Daniel S.
Loeb (“Mr. Loeb” and, together with the Management Company, the “Reporting Persons”). This Amendment No. 5 is being filed to amend Item 4, Item 5 and Item 6 as follows: Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby supplementally amended as follows: During 2019, the Funds sold a portion of the Capital Stock owned thereby in open market transactions, as described in further detail in Item 5 below. The Reporting Persons’ decision to cause the Funds to sell a portion
of the Capital Stock owned thereby was a result of portfolio management determinations, as the Funds’ position in the Capital Stock has appreciated significantly since the original investment was made in 2018. The Reporting Persons are encouraged
by the significant progress made by the Issuer over the past year in stabilizing the business, pursuing asset sales and shoring up the balance sheet. Furthermore, the Reporting Persons are pleased with the performance of the Issuer’s new chief
executive officer, remain confident in his ability to execute against the strategic plan laid out at the Issuer’s Investor Day in June, and plan to continue working with the Board of Directors and management to create value for all shareholders. Item 5. Interest in Securities of the Issuer Item 5 of the Original Schedule 13D is amended and restated to read as follows: (a) (b) As of the date hereof, the Reporting Persons beneficially own 17,290,000 shares of Capital Stock, which represents approximately 5.74%
of the outstanding Capital Stock. The percentage of the Capital Stock outstanding reported in this Schedule 13D was calculated based upon the 301,149,903 shares of Capital Stock outstanding as of May 29, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the fiscal quarter ended April 29, 2019, filed by the Issuer with the Securities and Exchange Commission on June 5, 2019. Each of the Reporting Persons shares voting and dispositive power over the shares of Capital Stock held
directly by the Funds. (c) Set forth on Schedule A hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time,
on September 4, 2019. (d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or
proceeds from the sale, of the shares of Capital Stock reported herein as beneficially owned by the Reporting Persons. (e) Not applicable.
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This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the capital stock, par value $0.0375 per share (the “Capital
Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”), and amends the Schedule 13D filed on August 9, 2018, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 thereto filed on October 9, 2018,
Amendment No. 3 thereto filed on November 9, 2018, and Amendment No. 4 thereto filed on November 27, 2018 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined
in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.
Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”), and amends the Schedule 13D filed on August 9, 2018, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 thereto filed on October 9, 2018,
Amendment No. 3 thereto filed on November 9, 2018, and Amendment No. 4 thereto filed on November 27, 2018 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined
in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 5 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”) and Daniel S.
Loeb (“Mr. Loeb” and, together with the Management Company, the “Reporting Persons”).
Loeb (“Mr. Loeb” and, together with the Management Company, the “Reporting Persons”).
This Amendment No. 5 is being filed to amend Item 4, Item 5 and Item 6 as follows:
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplementally amended as follows:
During 2019, the Funds sold a portion of the Capital Stock owned thereby in open market transactions, as described in further detail in Item 5 below. The Reporting Persons’ decision to cause the Funds to sell a portion
of the Capital Stock owned thereby was a result of portfolio management determinations, as the Funds’ position in the Capital Stock has appreciated significantly since the original investment was made in 2018. The Reporting Persons are encouraged
by the significant progress made by the Issuer over the past year in stabilizing the business, pursuing asset sales and shoring up the balance sheet. Furthermore, the Reporting Persons are pleased with the performance of the Issuer’s new chief
executive officer, remain confident in his ability to execute against the strategic plan laid out at the Issuer’s Investor Day in June, and plan to continue working with the Board of Directors and management to create value for all shareholders.
of the Capital Stock owned thereby was a result of portfolio management determinations, as the Funds’ position in the Capital Stock has appreciated significantly since the original investment was made in 2018. The Reporting Persons are encouraged
by the significant progress made by the Issuer over the past year in stabilizing the business, pursuing asset sales and shoring up the balance sheet. Furthermore, the Reporting Persons are pleased with the performance of the Issuer’s new chief
executive officer, remain confident in his ability to execute against the strategic plan laid out at the Issuer’s Investor Day in June, and plan to continue working with the Board of Directors and management to create value for all shareholders.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is amended and restated to read as follows:
(a) (b) As of the date hereof, the Reporting Persons beneficially own 17,290,000 shares of Capital Stock, which represents approximately 5.74%
of the outstanding Capital Stock. The percentage of the Capital Stock outstanding reported in this Schedule 13D was calculated based upon the 301,149,903 shares of Capital Stock outstanding as of May 29, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the fiscal quarter ended April 29, 2019, filed by the Issuer with the Securities and Exchange Commission on June 5, 2019. Each of the Reporting Persons shares voting and dispositive power over the shares of Capital Stock held
directly by the Funds.
of the outstanding Capital Stock. The percentage of the Capital Stock outstanding reported in this Schedule 13D was calculated based upon the 301,149,903 shares of Capital Stock outstanding as of May 29, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the fiscal quarter ended April 29, 2019, filed by the Issuer with the Securities and Exchange Commission on June 5, 2019. Each of the Reporting Persons shares voting and dispositive power over the shares of Capital Stock held
directly by the Funds.
(c) Set forth on Schedule A hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time,
on September 4, 2019.
on September 4, 2019.
(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or
proceeds from the sale, of the shares of Capital Stock reported herein as beneficially owned by the Reporting Persons.
proceeds from the sale, of the shares of Capital Stock reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.
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