Filing Details
- Accession Number:
- 0001345471-19-000028
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-17 17:05:28
- Filed By:
- Trian Partners
- Company:
- Nvent Electric Plc (NYSE:NVT)
- Filing Date:
- 2019-05-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Nelson Peltz | 0 | 13,557,305 | 0 | 13,557,305 | 13,557,305 | 7.76% |
Peter W. May | 0 | 13,557,305 | 0 | 13,557,305 | 13,557,305 | 7.76% |
Edward P. Garden | 0 | 13,557,305 | 0 | 13,557,305 | 13,557,305 | 7.76% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NVENT ELECTRIC PLC
(Name of Issuer)
Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)
G6700G 107
(CUSIP Number)
Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41 st Floor New York, New York 10017 Tel. No.: (212) 451-3000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all on s. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 13,557,305 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,557,305 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,557,305 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the "Form 10-Q").
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 13,557,305 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,557,305 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,557,305 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 13,557,305 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,557,305 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,557,305 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 13,557,305 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,557,305 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,557,305 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 13,557,305 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,557,305 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,557,305 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.76%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,571,666 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,571,666 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,571,666 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.47%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,739,122 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,739,122 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,739,122 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.57%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 322,144 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 322,144 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,144 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.18%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,727,957 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,727,957 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,727,957 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-N, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 80-0958490 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,058,075 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,058,075 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,075 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.18%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 45-4929803 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 869,255 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 869,255 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 869,255 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.50%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-D, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1108184 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 429,755 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 429,755 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,755 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.25%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Fund (Sub)-G, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 90-1035117 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 137,587 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 137,587 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,587 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_____________
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 407,366 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 407,366 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 407,366 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G III, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-2121971 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 204,518 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 204,518 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,518 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 618,590 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 618,590 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,590 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.35%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-C, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1327448 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 455,268 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 455,268 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,268 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Brian M. Baldwin S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 4,104 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 4,104 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,104 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 174,662,655 ordinary shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q.
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 9, 2018, as amended by Amendment No. 1 ("Amendment No. 1") filed on June 1, 2018 (as amended, the "Schedule 13D"), relating to the Ordinary Shares, nominal value $0.01 per share (the "Shares"), of nVent Electric plc, an Irish public limited company (the "Issuer"). The address of the principal executive office of the Issuer is The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Items 3, 4, 5, 6 and 7 of the Original Schedule 13D are hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On May 7, 2019, Mr. Baldwin received 4,104 Shares following the vesting of RSUs previously granted to him on May 7, 2018 in connection with his service on the Issuer's Board of Directors (net of 1,026 Shares surrendered to pay taxes applicable to the vesting of such RSUs).
Item 4. Source and Amount of Funds or Other Consideration
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The sales of Shares by Reporting Persons reported in this Amendment No. 2 were done for portfolio management purposes.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) As of 4:00 p.m., New York City time, on May 17, 2019, the Reporting Persons beneficially owned, in the aggregate, 13,557,305 Shares, representing approximately 7.76% of the Issuer's outstanding Shares (calculated based on 174,662,655 Shares outstanding as of March 31, 2019, as reported in the Issuer's Form 10-Q). Such Shares include an aggregate of 13,546,186 Shares beneficially owned by the Reporting Persons through direct ownership of Shares, representing approximately 7.76% of the Issuer's outstanding Shares, and an additional 11,119 Shares underlying nVent Director Options held by Mr. Garden, representing approximately 0.01% of the Issuer's outstanding Shares.
(b) As of 4:00 p.m., New York City time, on May 17, 2019, each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K, Strategic Fund-C, Trian Management and Mr. Baldwin beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,571,666; 2,739,122; 322,144; 869,255; 2,727,957; 2,058,075; 429,755; 137,587; 407,366, 204,518, 618,590, 455,268, 779 and 4,104 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Mr. Garden beneficially owns and has sole voting power and sole dispositive power with regard to 11,119 Shares underlying nVent Director Options, except to the extent that other members of the Trian Group as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of the agreement between Trian Management and Brian M. Baldwin (which is described in Item 6 of the Schedule 13D), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Mr. Baldwin directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
(c) Set forth below is a list of all transactions with respect to the Shares during the past 60 days, inclusive of the transactions effected through 4:00 pm, New York City time, on May 17, 2019. Except as otherwise indicated, all such transactions in the table were effected in the open market. The prices set forth in the table do not include commissions.
Fund | | Date | | Shares | | Price | | Type |
Trian Partners, L.P. | 4/29/2019 | 8,095 | $ 28.0169 | Sale | ||||
Trian Partners, L.P. | 4/30/2019 | 57,009 | $ 28.0050 | Sale | ||||
Trian Partners, L.P. | 5/1/2019 | 33,572 | $ 28.0092 | Sale | ||||
Trian Partners Master Fund, L.P. | 4/29/2019 | 18,063 | $ 28.0169 | Sale | ||||
Trian Partners Master Fund, L.P. | 4/30/2019 | 127,224 | $ 28.0050 | Sale | ||||
Trian Partners Master Fund, L.P. | 5/1/2019 | 74,923 | $ 28.0092 | Sale | ||||
Trian Partners Master Fund, L.P. | 5/16/2019 | 3,000,000 | $ 24.5250 | Sale | ||||
Trian Partners Parallel Fund I, L.P. | 4/29/2019 | 1,014 | $ 28.0169 | Sale | ||||
Trian Partners Parallel Fund I, L.P. | 4/30/2019 | 7,141 | $ 28.0050 | Sale | ||||
Trian Partners Parallel Fund I, L.P. | 5/1/2019 | 4,205 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Investment Fund II, L.P. | 4/29/2019 | 2,736 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Investment Fund II, L.P. | 4/30/2019 | 19,270 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Investment Fund II, L.P. | 5/1/2019 | 11,348 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Investment Fund-A, L.P. | 4/29/2019 | 8,587 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Investment Fund-A, L.P. | 4/30/2019 | 60,473 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Investment Fund-A, L.P. | 5/1/2019 | 35,612 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Investment Fund-N, L.P. | 4/29/2019 | 6,478 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Investment Fund-N, L.P. | 4/30/2019 | 45,623 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Investment Fund-N, L.P. | 5/1/2019 | 26,867 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Investment Fund-D, L.P. | 4/29/2019 | 1,353 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Investment Fund-D, L.P. | 4/30/2019 | 9,527 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Investment Fund-D, L.P. | 5/1/2019 | 5,610 | $ 28.0092 | Sale | ||||
Trian Partners Fund (Sub)-G, L.P. | 4/29/2019 | 433 | $ 28.0169 | Sale | ||||
Trian Partners Fund (Sub)-G, L.P. | 4/30/2019 | 3,050 | $ 28.0050 | Sale | ||||
Trian Partners Fund (Sub)-G, L.P. | 5/1/2019 | 1,796 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Fund-G II, L.P. | 4/29/2019 | 1,282 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Fund-G II, L.P. | 4/30/2019 | 9,030 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Fund-G II, L.P. | 5/1/2019 | 5,318 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Fund-G III, L.P. | 4/29/2019 | 644 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Fund-G III, L.P. | 4/30/2019 | 4,533 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Fund-G III, L.P. | 5/1/2019 | 2,670 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Fund-K, L.P. | 4/29/2019 | 3,102 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Fund-K, L.P. | 4/30/2019 | 21,846 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Fund-K, L.P. | 5/1/2019 | 12,865 | $ 28.0092 | Sale | ||||
Trian Partners Strategic Fund-K, L.P. | 5/8/2019 | 2,100 | $ 26.5205 | Sale | ||||
Trian Partners Strategic Fund-K, L.P. | 5/9/2019 | 364,801 | $ 26.0240 | Sale | ||||
Trian Partners Strategic Fund-C, Ltd. | 4/29/2019 | 1,433 | $ 28.0169 | Sale | ||||
Trian Partners Strategic Fund-C, Ltd. | 4/30/2019 | 10,092 | $ 28.0050 | Sale | ||||
Trian Partners Strategic Fund-C, Ltd. | 5/1/2019 | 5,943 | $ 28.0092 | Sale | ||||
Trian Fund Management, L.P. | 4/29/2019 | 10 | $ 28.0169 | Sale | ||||
Trian Fund Management, L.P. | 4/30/2019 | 68 | $ 28.0050 | Sale | ||||
Trian Fund Management, L.P. | 5/1/2019 | 40 | $ 28.0092 | Sale |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
In connection with his service on the Issuer's Board of Directors, on January 2, 2019, Mr. Baldwin received from the Issuer 5,775 RSUs pursuant to the nVent Electric plc 2018 Omnibus Incentive Plan. Each RSU granted to Mr. Baldwin represents the right to receive one Share upon vesting on the first anniversary of the date of the grant, and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on a Share from and after the date of the grant.
In connection with the Separation, all of Mr. Garden's 11,163 nonqualified stock options to purchase Pentair Shares ("Pentair Director Options") were converted into 11,119 adjusted Pentair Director Options and 11,119 nVent Director Options in a manner intended to preserve the aggregate intrinsic value of the original Pentair Director Options. Mr. Garden was previously reported as holding 11,163 nVent Director Options in the Schedule 13D.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
4. Amended and Restated Joint Filing Agreement of the Reporting Persons.
[INTENTIONALLY LEFT BLANK]
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2019
| TRIAN FUND MANAGEMENT, L.P. | ||
By: | Trian Fund Management GP, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN FUND MANAGEMENT GP, LLC | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS, L.P. | ||
By: | Trian Partners GP, L.P., its general partner | ||
| | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
TRIAN PARTNERS MASTER FUND, L.P. | |||
By: | Trian Partners GP, L.P., its general partner | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member |
| | ||
| TRIAN PARTNERS PARALLEL FUND I, L.P. | ||
By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P. | ||
By: | Trian Partners Strategic Investment Fund-A GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-N GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. | |||
By: | Trian Partners Strategic Investment Fund II GP, L.P., its general partner | ||
By: | Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Member |
| |||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-D GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS FUND (SUB)-G, L.P. | ||
| By: | Trian Partners Investment Fund-G GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Investment Fund-G General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| TRIAN PARTNERS STRATEGIC FUND-G II, L.P. | ||
| By: | Trian Partners Strategic Fund-G II GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G II General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-G III, L.P. | ||
| By: | Trian Partners Strategic Fund-G III GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G III General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-K, L.P. | ||
| By: | Trian Partners Strategic Fund-K GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-K General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
TRIAN PARTNERS STRATEGIC FUND-C, LTD. | |||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Director | ||
| /s/NELSON PELTZ Nelson Peltz | ||
| /s/PETER W. MAY Peter W. May | ||
| /s/EDWARD P. GARDEN Edward P. Garden | ||
/s/BRIAN M. BALDWIN Brian M. Baldwin |
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Sysco Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 17th day of May 2019.
| TRIAN FUND MANAGEMENT, L.P. | ||
By: | Trian Fund Management GP, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN FUND MANAGEMENT GP, LLC | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS, L.P. | ||
By: | Trian Partners GP, L.P., its general partner | ||
| | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
TRIAN PARTNERS MASTER FUND, L.P. | |||
By: | Trian Partners GP, L.P., its general partner | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member |
| | ||
| TRIAN PARTNERS PARALLEL FUND I, L.P. | ||
By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P. | ||
By: | Trian Partners Strategic Investment Fund-A GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-N GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. | |||
By: | Trian Partners Strategic Investment Fund II GP, L.P., its general partner | ||
By: | Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Member |
| |||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-D GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS FUND (SUB)-G, L.P. | ||
| By: | Trian Partners Investment Fund-G GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Investment Fund-G General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| TRIAN PARTNERS STRATEGIC FUND-G II, L.P. | ||
| By: | Trian Partners Strategic Fund-G II GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G II General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-G III, L.P. | ||
| By: | Trian Partners Strategic Fund-G III GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G III General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-K, L.P. | ||
| By: | Trian Partners Strategic Fund-K GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-K General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
TRIAN PARTNERS STRATEGIC FUND-C, LTD. | |||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Director | ||
| /s/NELSON PELTZ Nelson Peltz | ||
| /s/PETER W. MAY Peter W. May | ||
| /s/EDWARD P. GARDEN Edward P. Garden | ||
/s/BRIAN M. BALDWIN Brian M. Baldwin |