UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mondelez International, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
609207105
(CUSIP Number)
Stephen Fraidin
Steve Milankov
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
With a Copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
212-504-5757
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 18, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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).
13D
| CUSIP No. 609207105 | Page 2 |
| 1 | NAME OF REPORTING PERSON
Pershing Square Capital Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 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
NONE | ||||
| 8 | SHARED VOTING POWER
120,265,238 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
120,265,238 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,265,238 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (1) | |||||
| 14 | TYPE OF REPORTING PERSON
IA | |||||
| (1) | Calculated based on 1,611,307,164 shares of Class A common stock, no par value, of Mondelez International, Inc., outstanding as of July 24, 2015, as reported in Mondelez International, Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2015. |
13D
| CUSIP No. 609207105 | Page 3 |
| 1 | NAME OF REPORTING PERSON
PS Management GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 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
NONE | ||||
| 8 | SHARED VOTING POWER
120,265,238 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
120,265,238 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,265,238 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (2) | Calculated based on 1,611,307,164 shares of Class A common stock, no par value, of Mondelez International, Inc., outstanding as of July 24, 2015, as reported in Mondelez International, Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2015. |
13D
| CUSIP No. 609207105 | Page 4 |
| 1 | NAME OF REPORTING PERSON
William A. Ackman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3) | |||||
| 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
NONE | ||||
| 8 | SHARED VOTING POWER
120,265,238 | |||||
| 9 | SOLE DISPOSITIVE POWER
NONE | |||||
| 10 | SHARED DISPOSITIVE POWER
120,265,238 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,265,238 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (3) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (3) | Calculated based on 1,611,307,164 shares of Class A common stock, no par value, of Mondelez International, Inc., outstanding as of July 24, 2015, as reported in Mondelez International, Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2015. |
13D
| CUSIP No. 609207105 | Page 5 |
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”), filed on August 6, 2015 (the Original Schedule 13D, as amended and supplemented by this Amendment No. 1, the “Schedule 13D”), by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”), relating to the Class A common stock, no par value (the “Common Stock”), of Mondelez International, Inc., a Virginia corporation (the “Issuer”). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 1, the Schedule 13D is unchanged.
| ITEM 1. | SECURITY AND ISSUER |
The second paragraph of Item 1 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
“The Reporting Persons (as defined below) beneficially own an aggregate of 120,265,238 shares of Common Stock (the “Subject Shares”), which number includes: (i) 43,366,342 shares of Common Stock; (ii) 26,898,896 shares of Common Stock underlying forward purchase contracts; and (iii) 50,000,000 shares of Common Stock underlying American-style call options.”
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On September 18, 2015, the Pershing Square Funds purchased 37,902,104 shares of Common Stock for an aggregate purchase price of $1,398,721,077 pursuant to forward purchase contracts described in the Original Schedule 13D. The source of funding for such purchases is the respective capital of the Pershing Square Funds.
13D
| CUSIP No. 609207105 | Page 6 |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
Exhibit 99.2 and Exhibit 99.6, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2 and Exhibit 99.6 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.
13D
| CUSIP No. 609207105 | Page 7 |
| ITEM 7. | MATERIAL TO BE FILED AS AN EXHIBIT |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
| Exhibit 99.6 | Trading data. |
13D
| CUSIP No. 609207105 | Page 8 |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: September 21, 2015 | PERSHING SQUARE CAPITAL MANAGEMENT, L.P. | |||||
| By: | PS Management GP, LLC, its General Partner | |||||
| By: | /s/ William A. Ackman | |||||
| William A. Ackman | ||||||
| Managing Member | ||||||
| PS MANAGEMENT GP, LLC | ||||||
| By: | /s/ William A. Ackman | |||||
| William A. Ackman | ||||||
| Managing Member | ||||||
| /s/ William A. Ackman | ||||||
| William A. Ackman | ||||||
13D
| CUSIP No. 609207105 | Page 9 |
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of August 6, 2015, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman. * | |
| Exhibit 99.2 | Trading data.* | |
| Exhibit 99.3 | Form of Forward Purchase Contract.* | |
| Exhibit 99.4 | Form of Call Option Contract.* | |
| Exhibit 99.5 | Form of Amendment to Forward Purchase Contract.* | |
| Exhibit 99.6 | Trading data. | |
| * | Previously filed. |