Wendy's Co — Director's Dealing 2004

Apr 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2004-04-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-20	Class B Common Stock, Series 1	J	2097156	—	Acquired	2670799	Direct
2004-04-20	Class B Common Stock, Series 1	F	2097156	—	Disposed	573643	Direct
2004-04-20	Class A Common Stock	M	689386	—	Acquired	1023502	Direct
2004-04-20	Class B Common Stock, Series 1	M	1378771	—	Acquired	1952414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-20	Employee Stock Option (right to buy)	$20.125	M	1090000	Disposed	2004-04-21	Class A Common Stock (1090000)	Direct
2004-04-20	Phantom Stock	$0	M	400614	Acquired	2005-01-02	Class A Common Stock (400614)	Direct
2004-04-20	Phantom Stock	$0	M	801229	Acquired	2005-01-02	Class B Common Stock, Series 1 (801229)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6024662	Indirect
Class B Common Stock, Series 1	4763434	Indirect

Footnotes

F1: Distribution of shares by DWG Acquisition Group, L.P. ("DWG Acquisition") to Peter May, a general partner of DWG Acquisition, in connection with the payment of the exercise price for options to acquire shares of Class A Common Stock and Class B Common Stock, Series 1, of Triarc Companies, Inc. ("Triarc") that were exercised by Mr. May on April 20, 2004. See Table II.

F2: In connection with the exercise of the stock options referred to in Table II on April 20, 2004, Mr. May tendered 2,097,156 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 April 20, 2004, as payment of the exercise price of such options. Mr. May elected to defer receipt of 400,614 shares of Class A Common Stock and 801,229 shares of Class B
Common Stock, Series 1, until January 2, 2005 resulting in the accrual to his account of 400,614 shares of Phantom Stock and 801,229 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.

F3: 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.

F4: All such shares are owned by DWG Acquisition, an entity in which Mr. May is a general partner.

F5: Includes shares of Class B Common Stock, Series 1, received in connection with the stock dividend referred to in Note 7 below.

F6: With tandem tax withholding rights.

F7: 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 Stock and two shares of Class B Common Stock, Series 1.

F8: This employee stock option was previously reported as an option to acquire shares of Class A Common Stock at an exercise price of $20.125 per share, but was adjusted to reflect the stock dividend referred to in Note 7 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.

F9: The stock option vested on October 21, 2003.

F10: One for one.