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Filing Details

Accession Number:: 0001209191-16-148249
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-03 18:13:09
Reporting Period:: 2016-11-01

Filing Date:: 2016-11-03
Accepted Time:: 2016-11-03 18:13:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1103982	Mondelez International Inc.	MDLZ	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2016-11-01	1,297,500	$44.42	46,720,909	No	4	S	Indirect	Please see explanation below
Class A Common Stock	Disposition	2016-11-01	2,500	$45.21	46,718,409	No	4	S	Indirect	Please see explanation below
Class A Common Stock	Disposition	2016-11-02	1,300,000	$44.22	45,418,409	No	4	S	Indirect	Please see explanation below
Class A Common Stock	Disposition	2016-11-03	1,200,000	$43.58	44,218,409	No	4	S	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2016-11-03	140,000	$28.02	44,358,409	Yes	4	X	Indirect	Please see explanation below
Class A Common Stock	Disposition	2016-11-03	140,000	$43.51	44,218,409	Yes	4	J	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
Yes	4	X	Indirect	Please see explanation below
Yes	4	J	Indirect	Please see explanation below

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Equity Swap	Disposition	2016-11-03	140,000	$0.00	140,000	$43.51

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
915,985		2018-01-19	Yes	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	13,495	Direct

Footnotes

The price shown in Column 4 is a weighted average sale price. The price range for the sale is $44.2025 to $45.2001. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Trian Fund Management, L.P ("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, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment, Fund-D, L.P., Trian Partners Strategic Investment Fund N, 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 SPV (SUB) VII, L.P. and Trian SPV (Sub) VII-L, L.P. ("SPV VII-L" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of Mondelez International, Inc. ("Mondelez International") held by them.
(FN2, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. 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. Peltz is a director of Mondelez International.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $45.205 to $45.22. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $43.97 to $44.585. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
The price shown in Column 4 is a weighted average sale price. The price range for the sale is $43.29 to $44.03. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Represents the unwinding, pursuant to the terms of the equity swap agreement, of a specific equity swap with respect to shares of Mondelez International which SPV VII-L entered into in January 2013 and which was its sole holding, in connection with the exercise of redemption rights by an investor in SPV VII-L following the expiration of the applicable lock-up period.
SPV VII-L previously entered into the equity swap agreement with a counterparty (the "Swap") with respect to 140,000 shares of Mondelez International. Under the terms of the Swap, on each settlement date applicable to the expiration or earlier termination of such Swap (each a "Settlement Date"): (i) SPV VII-L was obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and (ii) the counterparty was obligated to pay to SPV VII-L any positive price performance (capital appreciation) over $28.0233 (plus a $.03 commission) of the reference shares as of such Settlement Date plus any dividends paid during the life of the Swap. In addition, on each Settlement Date, SPV VII-L was obligated to pay to the counterparty a financing fee through such date at the rate set forth in the Swap.
(FN7, contd.) On November 3, 2016 the Swap was unwound in accordance with its terms at the noted prices per share. In addition, on each Settlement Date the counterparty paid to SPV VII-L an amount equal to the dividends paid on the reference shares during the term of the Swap and SPV VII-L paid to the counterparty the applicable financing fee. At no time during the Swap did Trian SPV VII-L ever hold any of the reference shares or have any voting or dispositive power over the reference shares.