Wendy's Co — Director's Dealing 2004

Dec 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2004-11-29

Reporting Person: PELTZ NELSON (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-29	Class A Common Stock	M	67876	—	Acquired	5618884	Direct
2004-11-29	Class B Common Stock, Series 1	F	205742	—	Disposed	6246656	Direct
2004-11-29	Class B Common Stock, Series 1	M	135754	—	Acquired	6382410	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-29	Employee Stock Option (right to buy)	$10.75	M	240000	Disposed	2004-11-30	Class A Common Stock (240000)	Direct
2004-11-29	Phantom Stock	$0.00	M	172124	Acquired	2008-01-02	Class A Common Stock (172124)	Direct
2004-11-29	Phantom Stock	$0.00	M	344246	Acquired	2008-01-02	Class B Common Stock, Series 1 (344246)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23550	Indirect
Class A Common Stock	200	Indirect
Class B Common Stock, Series 1	47100	Indirect
Class B Common Stock, Series 1	400	Indirect

Footnotes

F1: On August 11, 2003, 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: This employee stock option was previously reported as an option to acquire shares of Class A Common Stock at an exercise price of $10.75 per share, but was adjusted to reflect the stock dividend referred to in Note 1 above. As a result of the stock dividend, the option 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 issuable upon exercise of the option for no additional consideration.

F3: In connection with the exercise of the stock options referred to in Table II on November 29, 2004, Mr. Peltz tendered 205,742 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class B Common Stock, Series 1, on November 29, 2004, as payment of the exercise price of such options. Mr. Peltz elected to defer receipt of 172,124 shares of Class A Common Stock and 344,246 shares of Class B Common Stock, Series 1, until January 2, 2008 resulting in the accrual to his account of 172,124 shares of phantom stock and 344,246 shares of phantom stock, respectively. This deferral is subject to further deferral by Mr. Peltz under certain circumstances and subject to acceleration under certain other circumstances.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz is a General Partner.

F6: With tandem tax withholding rights.

F7: The stock option vested on November 30, 1996.

F8: One for one.