FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Frank Josh

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/21/2015 

3. Issuer Name and Ticker or Trading Symbol

SYSCO CORP [SYY]

(Last)        (First)        (Middle)

280 PARK AVENUE, 41ST FLOOR

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

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

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put-Call Option (right and obligation to buy)     (1) (2) (3) 6/8/2018   (1) (2) (3) Common Stock   649500   $38.4468   I   (4) (5) Please see explanation below   (4) (5)

Explanation of Responses:
( 1)  Each of Trian Onshore, Trian Offshore, Strategic Fund-A, Coinvest Fund-A, Co-Investment Fund and SPV XI (each as defined below) (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which they are entitled to the same economic gain or loss as if they had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to June 8, 2018 (the "Exercise Date"), the applicable Trian Option Holder may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price").
( 2)  (FN 2, contd.) 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 applicable Trian Option Holder 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 applicable Trian Option Holder and the Exercise Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the applicable Trian Option Holder 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.
( 3)  (FN 3, contd.) As part of these transactions, each of the Trian Option Holders 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" (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus an applicable spread.
( 4)  Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A"), Trian Partners Strategic Co-Investment Fund-A, L.P. ("Coinvest Fund-A"), Trian Partners Strategic Investment Fund-N, L.P. ("Strategic Fund-N"), Trian Partners Strategic Investment Fund-D, L.P. ("Strategic Fund-D"), Trian Partners Fund (SUB)-G, L.P. ("Fund G"), Trian Partners Strategic Fund-G II, L.P. ("Strategic Fund-G II"), Trian Partners Strategic Fund G-III, L.P. ("Strategic Fund-G III"), Trian Partners Co-Investment Opportunities Fund, Ltd. ("Co-Investment Fund") and Trian SPV (Sub) XI, L.P. ("SPV XI" and collectively, the "Trian Entities")
( 5)  (FN 4, contd.) 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. Frank is a limited partner of certain affiliates of the Trian Entities and therefore may be deemed to have an indirect interest in the shares which they hold. 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. Frank is a director of the Issuer.

Remarks:
1) Due to SEC limitations of 30 lines per table this is Form 2 of 2 being filed by the reporting persons for this Form 3.

2) The shares which are reported on this Form 3 as being indirectly held by Mr. Frank and Trian Management through their relationship with the Trian Entities are also reported in the Form 3 filed by Mr. Peltz and Trian Management as being indirectly held by them, and represent the same shares.

Remarks:
Exhibit List:
Exhibit 24.1 - Power of Attorney - Joshua D. Frank
Exhibit 24.2 - Power of Attorney - Trian Fund Management, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frank Josh
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
Daniel R. Marx, Attorney-in-Fact for Joshua D. Frank 8/31/2015
** Signature of Reporting Person Date

By: Daniel R. Marx, Attorney-in-Fact for Nelson Peltz, Member of the general partner of Trian Fund 8/31/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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