pnr13d.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 
PENTAIR PLC
(Name of Issuer)


Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)


G7S00T 104
(CUSIP Number)

Brian L. Schorr, Esq.
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.: (212) 451-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 23, 2015
(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 exhibits.  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
13,005,377
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
13,005,377
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,005,377
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.24%*
 
 
14
TYPE OF REPORTING PERSON
IN
 
_______
*Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 (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
13,005,377
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
13,005,377
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.24%*
 
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
13,005,377
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
13,005,377
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.24%*
 
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
13,005,377
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
13,005,377
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.24%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
13,005,377
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
13,005,377
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,005,377
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.24%*
 
 
14
TYPE OF REPORTING PERSON
OO
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, as reported in the Issuer’s Form 10-Q.


 
 

 


1
NAME OF REPORTING PERSON
Trian Partners Master Fund (ERISA), L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0682467
 
 
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
182,740
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
182,740
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,740
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
2,670,342
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
2,670,342
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,342
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.49%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
5,959,332
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
5,959,332
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,959,332
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.32%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
261,894
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
261,894
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,894
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
1,589,435
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
1,589,435
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,435
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.88%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
407,995
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
407,995
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,995
 
 
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 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
902,609
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
902,609
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,609
 
 
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 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
364,145
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
364,145
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,145
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
106,099
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
106,099
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,099
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_____________
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
361,725
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
361,725
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,725
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, 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
199,061
 
 
9
SOLE DISPOSITIVE POWER
0
 
 
10
SHARED DISPOSITIVE POWER
199,061
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,061
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%*
 
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* Calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, as reported in the Issuer’s Form 10-Q.



 
 

 

Item 1. Security and Issuer
 
This Schedule 13D relates to the Ordinary Shares, nominal value $0.01 per share (the “Shares”), of Pentair plc, an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom.
 
Item 2. Identity and Background
 
The persons filing this statement are Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Master Fund (ERISA) L.P., a Cayman Islands limited partnership, (“Trian ERISA”), Trian Partners Strategic Investment Fund II, L.P., a Delaware limited partnership (“TPSIF II”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Investment Fund-N, L.P., a Delaware limited partnership  (“Strategic Fund-N”), Trian Partners Strategic Investment Fund-D, L.P., a Cayman Islands limited partnership (“Strategic Fund-D”), Trian Partners Fund (SUB)-G, L.P., a Delaware Limited Partnership (“Fund G”), Trian Partners Strategic Fund-G II, L.P. a Delaware limited partnership  (“Strategic Fund-G II”), Trian Partners Strategic Fund-G III, L.P. a Delaware limited partnership  (“Strategic Fund-G III” and together with the foregoing, the “Trian Entities”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities, Trian Management, Trian Management GP and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the  “Reporting Persons” or the “Trian Group”). The principal business address and the address of the principal office of each member of the Trian Group is 280 Park Avenue, 41st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian ERISA and Strategic Fund-D is c/o DE (Cayman) Limited, Landmark Square, West Bay Road, PO Box 775, Grand Cayman, Cayman Islands, KY1-9006.
 
Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III.  Trian Management GP is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by the Trian Entities, Trian Management and Trian Management GP.
 
Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III is primarily engaged in the business of investing in securities. Trian Management is primarily engaged in the business of serving as a management company for the Trian Entities.  Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management.
 
Nelson Peltz’s present principal occupation or employment is serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III and other funds, accounts and investment vehicles managed by Trian Management.  Peter W. May’s present principal occupation or employment is serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III and other funds, accounts and investment vehicles managed by Trian Management.  Edward P. Garden’s present principal occupation or employment is serving as Chief Investment Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III and other funds, accounts and investment vehicles managed by Trian Management.
 
None of the Reporting Persons, nor any director, executive officer, general partner or controlling person of any of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
 
Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Item 3. Source and Amount of Funds or Other Consideration
 
As of 4:00 p.m., New York City time, on June 29, 2015, the aggregate purchase price of the 6,788,791 Shares (not including those Shares underlying any Options (as defined below)) purchased by Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III collectively was $421,643,386 (including commissions).  In addition, as of such time and date, Trian Onshore and Trian Offshore beneficially owned, in the aggregate, an additional 6,216,586 Shares, which were acquired through a series of privately negotiated back-to-back call and put transactions with certain financial institutions (the “Options”) and as a result of which Trian Onshore and Trian Offshore are each subject to the same economic gain or loss as if they had purchased the underlying Shares.  As of June 29, 2015, these Options have an aggregate strike price of $388,985,254 (See Schedule A hereto for additional detail on the Options).  As set forth in Item 5, none of the other Reporting Persons directly own any Shares or Options.  The source of funding for the purchase of the Shares was, and the source of funding for the purchase of any additional Shares and Options, the exercise of the Options or the purchase and/or exercise of any additional Options or other derivative securities related to the market price of the Shares acquired in the future is currently expected to be, the respective general working capital of the purchasers.
 
Item 4. Purpose of Transaction

The Trian Group acquired the Shares because they believed that the Shares, when purchased, were undervalued in the marketplace and represented an attractive investment opportunity.  The Trian Group has met and engaged in constructive discussions with members of the Issuer’s senior management team, including  Randall J. Hogan, Chairman and Chief Executive Officer and John L. Stauch, Executive Vice President and Chief Financial Officer, and communicated its view that the Issuer can create significant value for its shareholders by facilitating prudent industry consolidation through accretive mergers and acquisitions, continuing to generate standalone organic revenue growth and margin improvement, amending management’s incentive compensation programs to further strengthen the Issuer’s ability to attract, retain and incentivize executives and key employees and utilizing corporate reporting metrics, such as cash earnings per share,  that highlight the Issuer’s strong free cash flow. The Trian Group expects to further engage in discussions with members of the Issuer’s management team and meet and/or have discussions with members of the Issuer’s Board of Directors, and looks forward to working constructively with the Issuer on initiatives such as the foregoing, and to discuss other matters relating to the Issuer, and/or its businesses, including making suggestions or recommendations that may relate to the business, management, operations, assets, capital structure and allocation, corporate governance, strategic plans, including potential business combinations or dispositions, mergers or other extraordinary transactions involving the Issuer or certain of its businesses, improving the Issuer’s financial/operational performance, or other initiatives, in order to create value for the Issuer’s shareholders. In addition, the Reporting Persons may communicate with current or prospective shareholders, industry participants and other interested or relevant parties about the Issuer and some or all of the matters referred to in the immediately preceding sentence. The Reporting Persons may also seek Board representation.
 
The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) –(j) of Item 4 of Schedule 13D, except as set forth in this Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, price levels of the Shares, the Issuer’s response to the matters to be discussed with the Reporting Persons, actions taken by management and the Board of Directors of the Issuer, the Reporting Persons’ overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Reporting Persons, conditions in the securities and capital markets, and general economic and industry conditions, the Reporting Persons may, from time to time and at any time,  in the future purchase additional securities of the Issuer or dispose of some or all of their securities of the Issuer, in the open market or otherwise, enter into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the Issuer, and/or engage in a hedging or similar transactions with respect to such holdings. The Reporting Persons reserve the right at any time to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer and/or change their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer
 
(a) As of 4:00 pm, New York City time, on June 29, 2015, the Reporting Persons beneficially owned, in the aggregate, 13,005,377 Shares, representing approximately 7.24% of the Issuer’s outstanding Shares (calculated based on 179,638,771 ordinary shares outstanding as of March 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 (the “Form 10-Q”)).  Such Shares include an aggregate of 6,788,791 Shares beneficially owned by the Reporting Persons through direct ownership of the Shares representing approximately 3.78% of the Issuer’s outstanding Shares, and an additional aggregate 6,216,586 Shares underlying the Options that are held by Trian Onshore and Trian Offshore representing approximately 3.46% of the Issuer’s outstanding Shares.
 
(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,670,342; 5,959,332; 261,894; 182,740; 902,609; 1,589,435; 407,995; 364,145; 106,099; 361,725 and 199,061  (including the Shares underlying the Options), respectively, except to the extent that other Reporting Persons as described below 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 their relationships to Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III (discussed in Item 2), 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 (including Shares underlying the Options) that Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II and Strategic Fund-G III directly and beneficially own.  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) Schedule A hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on June 29, 2015
 
(d) Except for the Reporting Persons, no person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
 
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
 
In addition to the Options referenced in Item 3 above, the Reporting Persons may from time to time enter into and dispose of additional Options or other derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions could be significant in amount.  The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Shares, relative value of the Shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the Shares may be included or a combination of any of the foregoing.
 
Except as described herein (including, without limitation, Items 3 and 4 above, which are incorporated by reference in this Item 6 as if restated in full herein), none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
 
Item 7. Material to be Filed as Exhibits
 
1.  
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: June 29, 2015

 
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 (ERISA) L.P.
By:
Trian Partners (ERISA) GP, L.P., its general partner
   
By:
Trian Partners (ERISA) 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
   
 
 
 
 
 
 
/s/NELSON PELTZ
Nelson Peltz
 
 
 
/s/PETER W. MAY
Peter W. May
 
 
 
/s/EDWARD P. GARDEN
Edward P. Garden
 


 
 

 

Exhibit 1
 
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 Ordinary Shares of Pentair plc. 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 29th day of June 2015.


 
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 (ERISA) L.P.
By:
Trian Partners (ERISA) GP, L.P., its general partner
   
By:
Trian Partners (ERISA) 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
   
 
 
 
 
 
 
/s/NELSON PELTZ
Nelson Peltz
 
 
 
/s/PETER W. MAY
Peter W. May
 
 
 
/s/EDWARD P. GARDEN
Edward P. Garden
 
 
 

 
 

 

Schedule A
 
Fund
 
Date
 
Shares
 
Price
 
Type
Trian Partners L.P.
 
5/7/2015
 
18,322
 
$ 61.9163
 
Purchase
Trian Partners L.P.
 
5/11/2015
 
15,850
 
$ 62.1732
 
Purchase
Trian Partners L.P.
 
5/12/2015
 
1,280
 
$ 62.3213
 
Purchase
Trian Partners L.P.
 
5/26/2015
 
32,616
 
$ 64.3024
 
Purchase
Trian Partners L.P.
 
5/28/2015
 
1,897
 
$ 64.2988
 
Purchase
Trian Partners L.P.
 
5/29/2015
 
64,406
 
$ 64.1365
 
Purchase
Trian Partners L.P.
 
6/1/2015
 
20,127
 
$ 63.6707
 
Purchase
Trian Partners L.P.
 
6/22/2015
 
36,257
 
$ 62.0495
 
Purchase
Trian Partners L.P.
 
6/23/2015
 
28,246
 
$ 62.6358
 
Purchase
Trian Partners L.P.
 
6/24/2015
 
181,767
 
$ 63.5700
 
Purchase*
Trian Partners L.P.
 
6/25/2015
 
253,715
 
$ 63.7087
 
Purchase#
Trian Partners L.P.
 
6/26/2015
 
110,074
 
$ 63.8411
 
Purchase#
Trian Partners L.P.
 
6/29/2015
 
304,725
 
$ 64.0052
 
Purchase#
                 
Trian Partners Master Fund, L.P.
 
5/7/2015
 
40,504
 
$ 61.9163
 
Purchase
Trian Partners Master Fund, L.P.
 
5/11/2015
 
35,038
 
$ 62.1732
 
Purchase
Trian Partners Master Fund, L.P.
 
5/12/2015
 
2,831
 
$ 62.3213
 
Purchase
Trian Partners Master Fund, L.P.
 
5/26/2015
 
70,068
 
$ 64.3024
 
Purchase*
Trian Partners Master Fund, L.P.
 
5/28/2015
 
4,076
 
$ 64.2988
 
Purchase*
Trian Partners Master Fund, L.P.
 
5/29/2015
 
138,361
 
$ 64.1365
 
Purchase*
Trian Partners Master Fund, L.P.
 
6/1/2015
 
43,238
 
$ 63.6707
 
Purchase*
Trian Partners Master Fund, L.P.
 
6/22/2015
 
80,385
 
$ 62.0495
 
Purchase*
Trian Partners Master Fund, L.P.
 
6/23/2015
 
62,623
 
$ 62.6358
 
Purchase*
Trian Partners Master Fund, L.P.
 
6/24/2015
 
402,993
 
$ 63.5700
 
Purchase*
Trian Partners Master Fund, L.P.
 
6/25/2015
 
562,732
 
$ 63.7087
 
Purchase#
Trian Partners Master Fund, L.P.
 
6/26/2015
 
244,141
 
$ 63.8411
 
Purchase#
Trian Partners Master Fund, L.P.
 
6/29/2015
 
677,017
 
$ 64.0052
 
Purchase#
                 
Trian Partners Parallel Fund I, L.P.
 
5/7/2015
 
1,711
 
$ 61.9163
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
5/11/2015
 
1,480
 
$ 62.1732
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
5/12/2015
 
120
 
$ 62.3213
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
5/26/2015
 
3,065
 
$ 64.3024
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
5/28/2015
 
178
 
$ 64.2988
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
5/29/2015
 
6,052
 
$ 64.1365
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/1/2015
 
1,891
 
$ 63.6707
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/22/2015
 
3,529
 
$ 62.0495
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/23/2015
 
2,749
 
$ 62.6358
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/24/2015
 
922
 
$ 63.5700
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/24/2015
 
16,769
 
$ 63.5060
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/25/2015
 
13,909
 
$ 63.5488
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/25/2015
 
10,717
 
$ 63.7087
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/26/2015
 
10,684
 
$ 63.8411
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/29/2015
 
8,419
 
$ 64.0795
 
Purchase
Trian Partners Parallel Fund I, L.P.
 
6/29/2015
 
21,241
 
$ 64.0052
 
Purchase
                 
Trian Partners Master Fund ERISA, L.P.
 
5/7/2015
 
1,222
 
$ 61.9163
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
5/11/2015
 
1,057
 
$ 62.1732
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
5/12/2015
 
85
 
$ 62.3213
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
5/26/2015
 
1,919
 
$ 64.3024
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
5/28/2015
 
112
 
$ 64.2988
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
5/29/2015
 
3,789
 
$ 64.1365
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/1/2015
 
1,184
 
$ 63.6707
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/22/2015
 
2,407
 
$ 62.0495
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/23/2015
 
1,875
 
$ 62.6358
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/24/2015
 
630
 
$ 63.5700
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/24/2015
 
11,439
 
$ 63.5060
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/25/2015
 
9,512
 
$ 63.5488
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/25/2015
 
7,329
 
$ 63.7087
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/26/2015
 
7,307
 
$ 63.8411
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/29/2015
 
5,789
 
$ 64.0795
 
Purchase
Trian Partners Master Fund ERISA, L.P.
 
6/29/2015
 
14,609
 
$ 64.0052
 
Purchase
                 
Trian Partners Strategic Investment Fund II, L.P.
 
5/7/2015
 
8,260
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
5/11/2015
 
7,145
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
5/12/2015
 
577
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
5/26/2015
 
15,993
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
5/28/2015
 
930
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
5/29/2015
 
31,582
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/1/2015
 
9,869
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/22/2015
 
13,170
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/23/2015
 
10,260
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/24/2015
 
3,439
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/24/2015
 
62,584
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/25/2015
 
8,182
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/25/2015
 
6,304
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/26/2015
 
6,285
 
$ 63.8411
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/29/2015
 
3,597
 
$ 64.0795
 
Purchase
Trian Partners Strategic Investment Fund II, L.P.
 
6/29/2015
 
9,074
 
$ 64.0052
 
Purchase
                 
Trian Partners Strategic Investment Fund - A, L.P.
 
5/7/2015
 
14,062
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
5/11/2015
 
12,164
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
5/12/2015
 
983
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
5/26/2015
 
19,481
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
5/28/2015
 
1,133
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
5/29/2015
 
38,468
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/1/2015
 
12,021
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/22/2015
 
19,817
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/23/2015
 
15,439
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/24/2015
 
5,175
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/24/2015
 
94,176
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/25/2015
 
90,242
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/25/2015
 
69,531
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/26/2015
 
69,318
 
$ 63.8411
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/29/2015
 
53,106
 
$ 64.0795
 
Purchase
Trian Partners Strategic Investment Fund - A, L.P.
 
6/29/2015
 
133,989
 
$ 64.0052
 
Purchase
                 
Trian Partners Strategic Investment Fund - D, L.P.
 
5/7/2015
 
3,037
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
5/11/2015
 
2,627
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
5/12/2015
 
212
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
5/26/2015
 
4,676
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
5/28/2015
 
272
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
5/29/2015
 
9,232
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/1/2015
 
2,886
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/22/2015
 
3,011
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/23/2015
 
2,346
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/24/2015
 
786
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/24/2015
 
14,310
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/25/2015
 
8,416
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/25/2015
 
6,485
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/26/2015
 
6,465
 
$ 63.8411
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/29/2015
 
3,770
 
$ 64.0795
 
Purchase
Trian Partners Strategic Investment Fund - D, L.P.
 
6/29/2015
 
9,511
 
$ 64.0052
 
Purchase
                 
Trian Partners Fund-G, L.P.
 
5/7/2015
 
693
 
$ 61.9163
 
Purchase
Trian Partners Fund-G, L.P.
 
5/11/2015
 
599
 
$ 62.1732
 
Purchase
Trian Partners Fund-G, L.P.
 
5/12/2015
 
48
 
$ 62.3213
 
Purchase
Trian Partners Fund-G, L.P.
 
5/26/2015
 
1,061
 
$ 64.3024
 
Purchase
Trian Partners Fund-G, L.P.
 
5/28/2015
 
62
 
$ 64.2988
 
Purchase
Trian Partners Fund-G, L.P.
 
5/29/2015
 
2,094
 
$ 64.1365
 
Purchase
Trian Partners Fund-G, L.P.
 
6/1/2015
 
655
 
$ 63.6707
 
Purchase
Trian Partners Fund-G, L.P.
 
6/22/2015
 
1,394
 
$ 62.0495
 
Purchase
Trian Partners Fund-G, L.P.
 
6/23/2015
 
1,086
 
$ 62.6358
 
Purchase
Trian Partners Fund-G, L.P.
 
6/24/2015
 
364
 
$ 63.5700
 
Purchase
Trian Partners Fund-G, L.P.
 
6/24/2015
 
6,624
 
$ 63.5060
 
Purchase
Trian Partners Fund-G, L.P.
 
6/25/2015
 
5,601
 
$ 63.5488
 
Purchase
Trian Partners Fund-G, L.P.
 
6/25/2015
 
4,315
 
$ 63.7087
 
Purchase
Trian Partners Fund-G, L.P.
 
6/26/2015
 
4,302
 
$ 63.8411
 
Purchase
Trian Partners Fund-G, L.P.
 
6/29/2015
 
3,396
 
$ 64.0795
 
Purchase
Trian Partners Fund-G, L.P.
 
6/29/2015
 
8,568
 
$ 64.0052
 
Purchase
                 
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/7/2015
 
2,861
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/11/2015
 
2,475
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/12/2015
 
200
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/26/2015
 
5,519
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/28/2015
 
321
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
5/29/2015
 
10,899
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/1/2015
 
3,406
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/22/2015
 
4,647
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/23/2015
 
3,620
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/24/2015
 
1,213
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/24/2015
 
22,082
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/25/2015
 
21,556
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/25/2015
 
16,609
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund-G II, L.P.
 
6/26/2015
 
16,558
 
$ 63.8411
 
Purchase
                 
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/7/2015
 
1,399
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/11/2015
 
1,210
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/12/2015
 
98
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/26/2015
 
2,698
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/28/2015
 
157
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
5/29/2015
 
5,327
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/1/2015
 
1,665
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/22/2015
 
2,271
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/23/2015
 
1,769
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/24/2015
 
593
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/24/2015
 
10,793
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/25/2015
 
10,537
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/25/2015
 
8,119
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/26/2015
 
8,094
 
$ 63.8411
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/29/2015
 
6,315
 
$ 64.0795
 
Purchase
Trian Partners Strategic Investment Fund-G III, L.P.
 
6/29/2015
 
15,933
 
$ 64.0052
 
Purchase
                 
Trian Partners Strategic Investment Fund-N, L.P.
 
5/7/2015
 
411
 
$ 61.9163
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
5/11/2015
 
355
 
$ 62.1732
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
5/12/2015
 
29
 
$ 62.3213
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
5/26/2015
 
45,469
 
$ 64.3024
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
5/28/2015
 
2,645
 
$ 64.2988
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
5/29/2015
 
89,790
 
$ 64.1365
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/1/2015
 
28,058
 
$ 63.6707
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/22/2015
 
8,112
 
$ 62.0495
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/23/2015
 
6,319
 
$ 62.6358
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/24/2015
 
2,118
 
$ 63.5700
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/24/2015
 
38,547
 
$ 63.5060
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/25/2015
 
32,045
 
$ 63.5488
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/25/2015
 
24,690
 
$ 63.7087
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/26/2015
 
24,614
 
$ 63.8411
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/29/2015
 
17,608
 
$ 64.0795
 
Purchase
Trian Partners Strategic Investment Fund-N, L.P.
 
6/29/2015
 
44,429
 
$ 64.0052
 
Purchase
 
*On the various dates set forth above, and as more fully described below, the named persons entered into a series of privately negotiated back-to-back call and put transactions (the “Options”) with Credit Suisse International through Credit Suisse Securities (USA) LLC as agent (the “Counterparty”) through which they acquired beneficial ownership of an aggregate of 4,064,182 Shares and as a result of which such named persons are subject to the same economic gain or loss as if they had purchased the underlying Shares.  More specifically, these transactions represent call options pursuant to which, on or prior May 25, 2016 (the “Initial Expiration Date”), provided that if certain specified conditions are met such Initial Expiration Date may be automatically extended for 24 months by the Counterparty unless the requisite prior notice not to extend is given (the “Exercise Date”), the named person may acquire the number of Shares set forth above at the Price Per Share set forth above (the “Exercise Price”).  These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the named person also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on the Exercise Date the call options have not been exercised by the named person and the Exercise Price is greater than the closing price of the Shares on the Exercise Date (the “Closing Price”), the Counterparty may require the named person to, at such person’s election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of Shares set forth above or (ii) acquire from the Counterparty the number of Shares set forth above at the Exercise Price. As part of these transactions, each of the named persons pays the Counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen “FEDSOPEN” <INDEX> <GO> or any successor page) plus 0.55%.  Until they are exercised, the Options do not give the Filing Persons direct or indirect voting, investment or dispositive control over the underlying Shares and do not require the Counterparty to acquire, hold, vote or dispose of any securities of the Issuer.  Accordingly, the Reporting Persons disclaim beneficial ownership of any Shares or any other securities of the Issuer that may be, from time to time, held by the Counterparty.

# On the various dates set forth above, and as more fully described below, the named persons entered into a series of privately negotiated back-to-back call and put transactions (the “Options”) with Morgan Stanley & Co. International plc (the “Counterparty”) through which they acquired an economic interest in an aggregate of 2,152,404 Shares and as a result of which such named persons are subject to the same economic gain or loss as if they had purchased the underlying Shares.  More specifically, these transactions represent call options pursuant to which, on or prior to June 25, 2018 (the “Exercise Date”), the named person may acquire the number of Shares set forth above at the Price Per Share set forth above (the “Exercise Price”).  These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date.  Simultaneously with the purchase of each call option, the named person also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on the Exercise Date the call options have not been exercised by the named person and the Exercise Price is greater than the closing price of the Shares on the Exercise Date (the “Closing Price”), the Counterparty may require the named person to, at such person’s election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of Shares set forth above or (ii) acquire from the Counterparty the number of Shares set forth above at the Exercise Price. As part of these transactions, the named persons pay the Counterparty a financing fee based on the number of days that the Options are outstanding, which fee is calculated using the USD-FFR-OPEN (as displayed on Bloomberg Screen “FEDSOPEN” <INDEX> <GO> or any successor page) plus 1.00%.  Until they are exercised, the Options do not give the Filing Persons direct or indirect voting, investment or dispositive control over the underlying Shares and do not require the Counterparty to acquire, hold, vote or dispose of any securities of the Issuer.  Accordingly, the Reporting Persons disclaim beneficial ownership of any Shares or any other securities of the Issuer that may be, from time to time, held by the Counterparty.