Wendy's Co — Director's Dealing 2004

Mar 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2004-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-27	Class A Common Stock	M	31634	—	Acquired	334116	Direct
2004-02-27	Class B Common Stock, Series 1	M	63274	—	Acquired	668238	Direct
2004-02-27	Class B Common Stock, Series 1	F	94595	—	Disposed	573643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Employee Stock Option (right to buy)	$21.0000	M	50000	Disposed	2004-03-01	Class A Common Stock (50000)	Direct
2004-02-27	Phantom Stock	$0.0000	M	18366	Acquired	2005-01-02	Class A Common Stock (18366)	Direct
2004-02-27	Phantom Stock	$0.0000	M	36726	Acquired	2005-01-02	Class B Common Stock, Series 1 (36726)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6024662	Indirect
Class B Common Stock, Series 1	10006324	Indirect

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: This employee stock option was previously reported as an option for 50,000 shares of Class A Common Stock at an exercise price of $21.00 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 February 27, 2004, Mr. May tendered 94,595 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 February 27, 2004, as payment of the exercise price of such options. Mr. May elected to defer receipt of 18,366 shares of Class A Common Stock and 36,726 shares of Class B Common Stock, Series 1, until January 2, 2005 resulting in the accural to his account of 18,366 shares of phantom stock and 36,726 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: 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 DWG Acquisition Group, L.P., an entity in which Mr. May is a General Partner.

F6: Includes shares of Class B Common Stock, Series 1, received in connection with the stock dividend referred to in note (1) above.

F7: With tandem tax withholding rights.

F8: The option vested in three equal installments on March 1, 1995, 1996 and 1997.

F9: 1 for 1