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: MAY PETER W (Director, President and COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-29	Class A Common Stock	M	45251	—	Acquired	3034360	Direct
2004-11-29	Class B Common Stock, Series 1	F	137162	—	Disposed	2968310	Direct
2004-11-29	Class B Common Stock, Series 1	M	90503	—	Acquired	3058813	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	160000	Disposed	2004-11-30	Class A Common Stock (160000)	Direct
2004-11-29	Phantom Stock	$0.00	M	114749	Acquired	2008-01-02	Class A Common Stock (114749)	Direct
2004-11-29	Phantom Stock	$0.00	M	229497	Acquired	2008-01-02	Class B Common Stock, Series 1 (229497)	Direct

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. May tendered 137,162 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. May elected to defer receipt of 114,749 shares of Class A Common Stock and 229,497 shares of Class B Common Stock, Series 1, until January 2, 2008 resulting in the accrual to his account of 114,749 shares of phantom stock and 229,497 shares of phantom stock, respectively. This deferral is subject to further deferral by Mr. May under certain circumstances and subject to acceleration under certain other circumstances.

F4: With tandem tax withholding rights.

F5: The stock option vested on November 30, 1996.

F6: One for one.