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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Wyndham Worldwide Corporation.

Common Stock

(Title of Class of Securities)

 

98310W108

(CUSIP Number)

 

December 31, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[

X

]  Rule 13d-1(b)

[

]  Rule 13d-1(c)

[

]  Rule 13d-1(d)

 

* 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 the 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).

 

SCHEDULE 13G

CUSIP No. 98310W108

 

 

1.

Iridian Asset Management LLC

I.R.S. Identification Nos. of above persons (entities only).

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [X ]       (b)  [   ]

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
6,810,447

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
6,810,447

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,810,447

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]

 

11.

Percent of Class Represented by Amount in Row (9)

6.3%

 

12.

Type of Reporting Person

IA

2

 

SCHEDULE 13G

CUSIP No. 98310W108

 

1.

David L. Cohen

I.R.S. Identification Nos. of above persons (entities only).

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [ X  ]       (b)  [   ]

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
6,810,447

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
6,810,447

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,810,447

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]

 

11.

Percent of Class Represented by Amount in Row (9)

6.3%

 

12.

Type of Reporting Person

IN

3

 

SCHEDULE 13G

CUSIP No. 98310W108

 

1.

Harold J. Levy

I.R.S. Identification Nos. of above persons (entities only).

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [X]       (b)  [   ]

 

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:

5.

Sole Voting Power
62,133

6.

Shared Voting Power
6,810,447

7.

Sole Dispositive Power
62,133

8.

Shared Dispositive Power
6,810,447

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,872,580

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]

 

11.

Percent of Class Represented by Amount in Row (9)

6.4%

 

12.

Type of Reporting Person

IN

 

4

This Statement amends in its entirety the statement filed for the period ended December 31, 2015.

 

Item 1.

 

(a)

Name of Issuer

Wyndham Worldwide Corporation.

 

 

(b)

Address of Issuer's Principal Executive Offices

22 Sylvan Way, Parsippany, NJ 07054

Item 2.

 

(a)

Name of Person Filing

This  Statement is being filed by and on behalf of Iridian Asset  Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons").

Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following:  12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy.

 

(b)

Address of Principal Business Office or, if none, Residence

The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704.

 

 

(c)

Citizenship or Place of Organization

Iridian is a Delaware limited liability company. Cohen and Levy are US citizens.

 

 

(d)

Title of Class of Securities

Common Stock

 

 

(e)

CUSIP Number

98310W108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[   ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[   ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[   ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[   ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[ x]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

 

(a) and (b)

Amount beneficially owned and Percent of Class:

As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 6,872,580 shares of Common Stock which equates to approximately 6.4% of the outstanding shares (the percentage of shares of Common Stock owned being based upon 107,776,539 shares of Common Stock outstanding as of September 30, 2016 as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

Iridian has direct beneficial ownership of the shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management agreements.

Messrs.  Cohen and Levy may be deemed to  possess  beneficial  ownership  of the shares of Common Stock beneficially owned by Iridian by virtue of their indirect controlling  ownership  of Iridian,  and having the power to vote and direct the disposition  of shares of Common  Stock as joint  Chief  Investment  Officers of Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such shares.

Levy has direct beneficial ownership of the 62,133 shares of Common Stock owned by him.

As used herein, "beneficial ownership" has the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

 

 

(c)

Power to vote or dispose.

Iridian has the direct power to vote or direct the vote, and the direct power to dispose or direct the disposition, of 6,810,447 shares of Common Stock. Cohen and Levy may be deemed to share with Iridian the power to vote or direct the vote and to dispose or direct the disposition of such shares.

Levy has the direct power to vote or direct the vote, and the direct power to dispose or direct the disposition, of 62,133 shares of Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Iridian is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Iridian has voting and dispositive power.

Each of Messrs. Cohen and Levy has a controlling interest in Iridian, and serves as Co-Chief Executive Officer and Co-Chief Investment Officer of Iridian.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By  signing  below the  undersigned  certifies  that,  to the best of its or his knowledge  and belief,  the  securities  referred to above were acquired and are held in the  ordinary  course of business and were not acquired and are not held for the  purpose of and do not have the effect of changing  or  influencing  the control of the issuer of the  securities  and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its or his knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date:   February 2, 2017

 

IRIDIAN ASSET MANAGEMENT LLC

 

 

By:

/s/ Jeffrey M. Elliott

_________________________

      Jeffrey M. Elliott

 

Title:

   Executive Vice President

 

 

David L. Cohen

 

 

By:

/s/ Jeffrey M. Elliott

_________________________

      Jeffrey M. Elliott

 

Title:

   Agent 

 

 

Harold J. Levy

 

 

By:

/s/ Jeffrey M. Elliott

__________________________

      Jeffrey M. Elliott

 

Title:

   Agent