Wendy's Co — Director's Dealing 2003

Nov 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC ((TRY))
CIK: 0000030697
Period of Report: 2003-11-19

Reporting Person: MAY JONATHAN P (SVP - Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-19	Class A Common Stock	M	6000	—	Acquired	7251	Direct
2003-11-19	Class A Common Stock	M	8000	—	Acquired	15251	Direct
2003-11-19	Class A Common Stock	S	14000	$11.0754	Disposed	1251	Direct
2003-11-19	Class B Common Stock, Series 1	M	12000	—	Acquired	12000	Direct
2003-11-19	Class B Common Stock, Series 1	M	16000	—	Acquired	28000	Direct
2003-11-19	Class B Common Stock, Series 1	S	16900	$11.4521	Disposed	11100	Direct
2003-11-20	Class B Common Stock, Series 1	S	11100	$11.3979	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-19	Employee Stock Option (right to buy)	$10.125	M	6000	Disposed	2005-12-07	Class A Common Stock (6000)	Direct
2003-11-19	Employee Stock Option (right to buy)	$12.5400	M	8000	Disposed	2007-03-20	Class A Common Stock (8000)	Direct

Footnotes

F1: On August 11, 2003, Triarc Companies, Inc. (Triarc) declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1 for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003, became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1.

F2: These employee stock options were previously reported as an option for 8,000 and 6,000 shares of Class A Common Stock at an exercise price of $12.54 and $10.125, respectively, per share, but were adjusted to reflect the stock dividend referred to in note (1) above. As a result of the stock dividend, each of the options also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1 for each share of Class A Common Stock for no additional consideration.

F3: With tandem tax withholding rights.

F4: The option vested in three equal installments on December 7, 1996, 1997 and 1998.

F5: The option vested in three equal installments on March 20, 1998, 1999 and 2000.