Triarc Companies Inc - Initial Statement of Beneficial Ownership (3)
18 Setembro 2008 - 6:14PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Trian Fund Management, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/16/2008
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3. Issuer Name
and
Ticker or Trading Symbol
TRIARC COMPANIES INC [TRY/TRYB]
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(Last)
(First)
(Middle)
280 PARK AVENUE, 41ST FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ Schedule 13D Filer
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Class A Common Stock
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0
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I
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Please see explanation below
(1)
(2)
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Class B Common Stock, Series 1
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0
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I
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Please see explanation below
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account.
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(
2)
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(FN 1, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. Nelson Peltz, Peter W. May and Edward P. Garden are the members of Trian Management GP, and as such are in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. Messrs. Peltz, May and Garden currently report their holdings in the Issuer in separate filings.
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Remarks:
Each of Trian Fund Management GP, LLC; Trian Partners General Partner, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, LLC (the "GP Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the individual GP Entities have filed separately from this Form 3 and such filing relates to the same securities reported herein. Thus, in total, there are eleven (11) joint filers: Trian Fund Management, L.P.; Trian Partners General Partner, LLC; Trian Fund Management GP, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, LLC; Trian Partners GP, L.P.; Trian Partners, L.P.; Trian Partners Master Fund, L.P.; Trian Partners Parallel Fund I, L.P.; Trian Partnres Parallel Fund II, L.P.; Trian Partners Parallel Fund II GP, L.P.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Trian Fund Management, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
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Schedule 13D Filer
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Trian Partners General Partner, LLC
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
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Schedule 13 Filer
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Trian Fund Management GP, LLC
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
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Schedule 13 Filer
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Trian Partners Parallel Fund I General Partner, LLC
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
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Schedule 13 Filer
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Trian Partners Parallel Fund II General Partner, LLC
280 PARK AVENUE
41ST FLOOR
NEW YORK, NY 10017
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Schedule 13 Filer
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Signatures
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Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member
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9/18/2008
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**
Signature of Reporting Person
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Date
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Edward P. Garden, member
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9/18/2008
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**
Signature of Reporting Person
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Date
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Edward P. Garden, member
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9/18/2008
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**
Signature of Reporting Person
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Date
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Edward P. Garden, member
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9/18/2008
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**
Signature of Reporting Person
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Date
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Edward P. Garden, member
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9/18/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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