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Filing Details

Accession Number:: 0001209191-18-018183
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-03-08 17:43:26
Reporting Period:: 2018-03-06

Accepted Time:: 2018-03-08 17:43:26
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
928264	W Peter May	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue, 41St Floor 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	2018-03-06	18,191,062	$43.61	17,772,662	No	4	S	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2018-03-06	182,189	$27.81	17,954,851	Yes	4	X	Indirect	Please see explanation below
Class A Common Stock	Disposition	2018-03-06	182,189	$43.61	17,772,662	Yes	4	J	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2018-03-06	915,985	$28.02	18,688,647	Yes	4	X	Indirect	Please see explanation below
Class A Common Stock	Disposition	2018-03-06	915,985	$43.61	17,772,662	Yes	4	J	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2018-03-06	261,953	$27.96	18,034,615	Yes	4	X	Indirect	Please see explanation below
Class A Common Stock	Disposition	2018-03-06	261,953	$43.61	17,772,662	Yes	4	J	Indirect	Please see explanation below
Class A Common Stock	Acquisiton	2018-03-06	5,659	$27.99	17,778,321	Yes	4	X	Indirect	Please see explanation below
Class A Common Stock	Disposition	2018-03-06	5,659	$43.61	17,772,662	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
Yes	4	X	Indirect	Please see explanation below
Yes	4	J	Indirect	Please see explanation below
Yes	4	X	Indirect	Please see explanation below
Yes	4	J	Indirect	Please see explanation below
Yes	4	X	Indirect	Please see explanation below
Yes	4	J	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	2018-03-06	182,189	$0.00	182,189	$43.61
Class A Common Stock	Equity Swap	Disposition	2018-03-06	915,985	$0.00	915,985	$43.61
Class A Common Stock	Equity Swap	Disposition	2018-03-06	261,953	$0.00	261,953	$43.61
Class A Common Stock	Equity Swap	Disposition	2018-03-06	5,659	$0.00	5,659	$43.61

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2020-01-21	Yes	4	X	Indirect
2020-01-21	Yes	4	X	Indirect
2020-01-21	Yes	4	X	Indirect
2020-01-21	Yes	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,003	Direct

Footnotes

Represents the sale of shares and the unwinding of equity swaps by two investment funds in connection with the winding up of such investment funds following the expiration of their respective lock-up periods. The shares and the swaps were the sole holdings of the investment funds and were acquired in 2013.
Trian Fund Management, Inc. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, 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. May 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. May 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. May is a director of Mondelez International.
SPV VII-L previously entered into the equity swap agreements with a counterparty (collectively, the "Swap") with respect to an aggregate of 1,365,786 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 (a) $27.8084 with respect to 182,189 reference shares,(b) $28.0233 with respect to 915,985 reference shares,
(FN4, contd) (c) $27.9611 with respect to 261,953 reference shares and (d) $27.986 with respect to 5,659 reference shares (in each case plus a $0.03 commission) 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. On March 6, 2018 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