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[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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CUSIP NO. 988498101
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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21,040,195
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
21,040,195
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 988498101
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1.
|
Names of Reporting Persons
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|
2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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|
a.
|
[ ]
|
|
b.
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[X]
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|
3.
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SEC Use Only
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|
4.
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Citizenship or Place of Organization
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|
5.
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Sole Voting Power
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|
|
Number of
Shares
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21,040,195
|
|
|
Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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|
Reporting
Person
With
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7.
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Sole Dispositive Power
21,040,195
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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|
10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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Item 1(a).
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Name of Issuer:
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Yum! Brands, Inc. (the "Issuer").
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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1441 Gardiner Lane
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Louisville, Kentucky 40213
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Item 2(a).
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Name of Person Filing
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This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
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i)
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Corvex Management LP (“Corvex”); and
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ii)
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Keith Meister, in his capacity as the control person of the general partner of Corvex (“Mr. Meister”).
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This statement relates to Shares (as defined below) held for the accounts of certain private investment funds for which Corvex acts as investment adviser.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 667 Madison Avenue, New York, New York 10065.
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Item 2(c).
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Citizenship:
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i)
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Corvex is a Delaware limited partnership; and
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ii)
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Mr. Meister is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, no par value (the “Shares”).
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Item 2(e).
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CUSIP Number:
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988498101
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 21,040,195 Shares.
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Item 4(b).
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Percent of Class:
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Based upon the approximately 420,000,000 Shares outstanding as of December 26, 2015, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on February 3, 2016, the 21,040,195 Shares reporteted above represent 5.0% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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Corvex
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|||
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(i)
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Sole power to vote or direct the vote
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21,040,195
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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21,040,195
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Mr. Meister
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|||
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(i)
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Sole power to vote or direct the vote
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21,040,195
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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21,040,195
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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The limited partners of (or investors in) the private investment funds for which Corvex acts as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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The general partner of Corvex is controlled by Mr. Meister.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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This Item 10 is not applicable.
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Date: February 16, 2016
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CORVEX MANAGEMENT LP
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By: /s/ Keith Meister
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Keith Meister
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Managing Partner
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Date: February 16, 2016
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KEITH MEISTER
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By: /s/ Keith Meister
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99.1
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Joint Filing Agreement, dated as of February 16, 2016, by and among the Reporting Persons
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