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Filing Details

Accession Number:: 0001209191-11-061772
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-12-16 16:28:51
Reporting Period:: 2011-12-15

Filing Date:: 2011-12-16
Accepted Time:: 2011-12-16 16:28:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
46640	Heinz H J Co	HNZ	Canned, Frozen & Preservd Fruit, Veg & Food Specialties (2030)	250542520

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue 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	Yes

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
Common Stock, $.25 Par Value	Disposition	2011-12-15	15,250	$53.00	1,047,084	No	4	S	Indirect	Please see explanation below

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $.25 Par Value	3,250	Direct

Footnotes

Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. 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. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP") and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP.
(FN 2, contd.) Accordingly, Mr. Peltz 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 and Trian GP. 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 the Issuer.
In connection with his service on the Board of the Issuer, Mr. Peltz received 15,250 shares from the Issuer. Mr. Peltz transferred these shares to Trian Management, for no consideration, pursuant to an agreement, dated as September 15, 2006, between Mr. Peltz and Trian Management relating to fees paid to Mr. Peltz in connection with his service on the Board of the Issuer.