Edgar Filing: Mondelez International, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PELTZ NELSON

2. Issuer Name and Ticker or Trading Symbol
Mondelez International, Inc. [MDLZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

280 PARK AVENUE, 41ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/30/2014		X		577,998	A	$ 32.8199 ⁽¹⁾ ⁽²⁾ ⁽³⁾	42,314,236	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		899,000	A	$ 32.8199 ⁽¹⁾ ⁽²⁾ ⁽⁶⁾	43,213,236	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		571,552	A	$ 34.2405 ⁽¹⁾ ⁽²⁾ ⁽⁷⁾	43,784,788	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		1,026,786	A	$ 34.2405 ⁽¹⁾ ⁽²⁾ ⁽⁸⁾	44,811,574	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		936,025	A	$ 34.2405 ⁽¹⁾ ⁽²⁾ ⁽⁹⁾	45,747,599	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		66,039	A	$ 27.2249 ⁽¹⁾ ⁽²⁾ ⁽¹⁰⁾	45,813,638	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		382,768	A	$ 27.2249 ⁽¹⁾ ⁽²⁾ ⁽¹¹⁾	46,196,406	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		94,951	A	$ 27.2249 ⁽¹⁾ ⁽²⁾ ⁽¹²⁾	46,291,357	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	12/30/2014		X		2,052	A	$ 27.2249 ⁽¹⁾ ⁽²⁾ ⁽¹³⁾	46,293,409	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	02/19/2015		P		915,000	A	$ 36.9755 ⁽¹⁴⁾	47,208,409	I ⁽⁴⁾ ⁽⁵⁾	Please see explanation below ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock								5,616	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Put-Call Option (right and obligation to buy)

$ 32.6118 ⁽¹⁾ ⁽²⁾ ⁽³⁾

12/30/2014

577,998

⁽¹⁾⁽²⁾

11/08/2016

Class A Common Stock

577,998

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 32.4327 ⁽¹⁾ ⁽²⁾ ⁽⁶⁾

12/30/2014

899,000

⁽¹⁾⁽²⁾

11/08/2016

Class A Common Stock

899,000

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 35.4351 ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

12/30/2014

571,552

⁽¹⁾⁽²⁾

01/08/2017

Class A Common Stock

571,552

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 34.7308 ⁽¹⁾ ⁽²⁾ ⁽⁸⁾

12/30/2014

1,026,786

⁽¹⁾⁽²⁾

01/08/2017

Class A Common Stock

1,026,786

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 35.1604 ⁽¹⁾ ⁽²⁾ ⁽⁹⁾

12/30/2014

936,025

⁽¹⁾⁽²⁾

01/08/2017

Class A Common Stock

936,025

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 27.8084 ⁽¹⁾ ⁽²⁾ ⁽¹⁰⁾

12/30/2014

66,039

⁽¹⁾⁽²⁾

01/18/2016

Class A Common Stock

66,039

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 28.0233 ⁽¹⁾ ⁽²⁾ ⁽¹¹⁾

12/30/2014

382,768

⁽¹⁾⁽²⁾

01/18/2016

Class A Common Stock

382,768

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 27.9611 ⁽¹⁾ ⁽²⁾ ⁽¹²⁾

12/30/2014

94,951

⁽¹⁾⁽²⁾

01/18/2016

Class A Common Stock

94,951

$ 0

Please see explanation below

Put-Call Option (right and obligation to buy)

$ 27.986 ⁽¹⁾ ⁽²⁾ ⁽¹³⁾

12/30/2014

2,052

⁽¹⁾⁽²⁾

01/18/2016

Class A Common Stock

2,052

$ 0

Please see explanation below

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PELTZ NELSON 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017	X
TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017	X

Signatures

Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz		02/23/2015
^**Signature of Reporting Person		Date
Stacey L. Sayetta, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.		02/23/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each of Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund ERISA, L.P. ("ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel"), Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("TPSIF-A"), Trian Partners Strategic Investment Fund-D, L.P. ("TPSIF-D"), Trian Partners Fund (Sub)-G, L.P. ("TPF-G"), Trian Partners SPV (SUB) VII, L.P. ("SPV VII"), Trian SPV (Sub) VII-L, L.P. ("SPV VII-L"), and Trian SPV (Sub) VII-TR, L.P. ("SPV VII-TR") and (collectively, the "Trian Option Holders") entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they acquired an economic interest in the indicated shares.
(2)	(FN 1, contd.) In these transactions, simultaneously with the purchase of each call option, the Trian Option Holders also sold a put option to the counterparty for the same number of shares pursuant to which, if on the expiration date of the options the exercise price per share of the call option were greater than the closing price of the shares on the expiration date (the "Closing Price"), then the counterparty would be entitled to cause the Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (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. On December 30, 2014, all of the call options acquired by the Trian Option Holders were exercised at the exercise prices noted in Table I.
(3)	The put-call option was previously reported at an exercise price of $32.6118 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(4)	Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Onshore, Trian Offshore, ERISA, Parallel, TPSIF, TPSIF II, TPSIF-A, TPSIF-D, TPS-G, SPV VII, SPV II-L and SPV VII-TR, Trian Partners Strategic Investment Fund-N, L.P. and Trian Partners Strategic Fund-G II, L.P. (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.
(5)	(FN 4, contd.) 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.
(6)	The put-call option was previously reported at an exercise price of $32.4327 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(7)	The put-call option was previously reported at an exercise price of $35.4351 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(8)	The put-call option was previously reported at an exercise price of $34.7308 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(9)	The put-call option was previously reported at an exercise price of $35.1604 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(10)	The put-call option was previously reported at an exercise price of $27.8084 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(11)	The put-call option was previously reported at an exercise price of $28.0233 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(12)	The put-call option was previously reported at an exercise price of $27.9611 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(13)	The put-call option was previously reported at an exercise price of $27.986 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
(14)	The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $36.83 to $37.05. The Reporting Persons undertakes 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 purchased at each separate price.

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